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Fresenius SE & Co. KGaA

Annual Report • Apr 24, 2025

166_rns_2025-04-24_251aae20-2e48-4f2b-be76-dcef66077ef7.pdf

Annual Report

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ANNUAL REPORT 2024

Operating Companies

Fresenius is a global healthcare company. Committed to life – the health and wellbeing of patients is Fresenius' top priority. For more than 100 years, we have been combining cutting-edge technology with a focus on patients, paving the way for the therapies of the future. We save and improve lives and health. We provide access to affordable and innovative medical products and clinical care of the highest quality.

GROUP IN FIGURES

€ in millions 2024 2023 2022 2021 2020
Revenue and earnings
Revenue 1 21,526 20,307 21,532 19,969 18,476
EBITDA 1,2 3,614 3,319 3,315 3,353 3,042
EBIT 1,2 2,489 2,266 2,190 2,337 2,113
Net income 1,2,3 1,749 1,543 1,729 1,867 1,796
Depreciation and amortization1,2 1,125 1,145 1,125 1,016 929
Earnings per share in €1,2,3 3.11 2.74 3.08 3.35 3.22
Cash flow and balance sheet
Operating cash flow1 2,447 2,131 2,031 2,589 2,316
Free cash flow before acquisitions, dividends and lease liabilities 1 1,623 1,130 942 1,401 986
Free cash flow after acquisitions, dividends and lease liabilities 1 1,730 188 -318 388 18
Cash conversion rate 1 1.0 1.0 0.9 0.9 0.8
Total assets 43,550 45,284 76,400 71,962 66,646
Non-current assets 32,104 32,764 58,121 54,501 50,874
Equity 4 20,290 19,651 32,218 29,288 26,023
Equity ratio 4 47% 43% 42% 41% 39%
Net debt 1 11,295 13,268 13,316 12,650 13,021
Net debt/EBITDA 1,2,5 3.0 3.8 3.8 3.6 4.1
Investments 1,6 1,035 1,346 2,015 1,635 1,841
Profitability
EBIT margin1,2 11.6% 11.2% 10.2% 11.7% 11.4%
Return on invested capital (ROIC) 1,2 6.2% 5.2% 5.6% 6.2% 5.9%
Dividend per share in € 1.007 – 0.92 0.92 0.88
Employees (December 31) 1 176,486 193,865 188,876 185,827 178,140

1 Prior-year figures have been adjusted due to divestments and the deconsolidation of Fresenius Medical Care

2 Before special items

3 Net income attributable to shareholders of Fresenius SE & Co. KGaA; before special items

4 Including noncontrolling interests

5 At average exchange rates for both net debt and EBITDA; pro forma closed acquisitions /divestitures, including lease liabilities, including Fresenius Medical Care dividend

6 Investments in property, plant and equipment, and intangible assets, acquisitions

7 Proposal

For a detailed overview of special items please see the reconciliation table on page 118.

TARGETS, RESULTS, AND OUTLOOK

TARGETS 2024 1 RESULTS 2024 OUTLOOK 2025
Fresenius Group
Revenue growth (organic) 2 6% to 8%
(base: €20,307 m)		 8% 4% to 6%
(base: €21,526 m)
EBIT growth (in constant currency) 3 8% to 11%
(base: €2,266 m)		 10% 3% to 7%
(base: €2,489 m)

Liquidity and capital management

Cash conversion rate Around 1 1 Around 1
Net debt/EBITDA 4 To be at the lower end
of the self-imposed target corridor
of 3.0× to 3.5×		 3.0x within the new
self-imposed target corridor
of 2.5× to 3.0×

Capital efficiency

Return on invested capital (ROIC) 3,5 Above 6% 6.2% Above 6%
-- --------------------------------------- ---------- ------ ----------

1 Updated in November 2024

2 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation

3 Before special items

4 At average expected exchange rates for both net debt and EBITDA; pro forma closed acquisitions /divestitures; before special items, including lease liabilities

5 Pro forma acquisitions

TARGETS, RESULTS, AND OUTLOOK

TARGETS 2024 1 RESULTS 2024 OUTLOOK 2025
Operating and Investment Companies
Fresenius Kabi
Revenue growth2
(organic)		 Mid-to-high-single-digit
percentage growth		 10% Mid-to-high-single
digit percentage growth
(base: €8,414 m)
EBIT margin3 between 15% to 16%
(structural margin band:
14% to 17%)		 15.7% 16.0% to 16.5%
(structural margin band:
16% to 18%;
base: €1,319 m)
Fresenius Helios
Revenue growth
(organic)		 Mid-single-digit
percentage growth		 6% Mid-single-digit
percentage growth
(base: €12,739 m)
EBIT margin3 between 10% and 11%
(structural margin band:
10% to 12%)		 10.1% Around 10% (structural
margin band: 10% to 12%;
base: €1,288 m)

1 Updated in November 2024

2 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation

3 Before special items

TABLE OF CONTENTS

3 Group in figures

25 Corporate Governance

78 Boards

106 Macroeconomic conditions

137 Opportunities and risk report

302 Consolidated financial statements

312 Notes

398 Responsibility statement

411 Further information

Table of contents

Letter to our shareholders | Management Board | Report of the Supervisory Board | Fresenius share

TO OUR SHAREHOLDERS

LETTER TO OUR SHAREHOLDERS

Dear Shareholders,

2024 was a dynamic and successful year for Fresenius. More than 176,000 colleagues have made Fresenius more innovative, more focused, and more efficient. This is an outstanding team effort, and millions of patients worldwide benefit from it. Today we are concentrating on our central task more than ever before: To save and improve people's lives.

Michael Sen Chairman of the Management Board

#FutureFresenius makes Fresenius more innovative, more focused, more efficient

Our #FutureFresenius program, which we launched at the end of 2022, is paying off. We have successfully completed the Revitalize phase. In 2024, we achieved our twiceupgraded outlook.

  • ▶ Group revenue before special items increased in 2024 to €21.5 billion, with organic revenue growth of 8%. We have thus significantly increased the pace of growth since the launch of #FutureFresenius.
  • ▶ Operating earnings (EBIT) before special items rose by 10% in constant currency to €2.5 billion. We have also significantly improved the EBIT margin in the last two years.
  • ▶ At €2.4 billion and an increase of 16%, operating cash flow was excellent.
  • ▶ We reduced the net debt by around €2 billion. Our leverage ratio, i.e. the ratio of net debt to EBITDA, was thus the lowest it has been in seven years. It lay at 3.0x at the end of 2024. This is important because we are still operating in an environment of higher interest rates. This lower debt level will allow us greater financial – and thus also strategic – room for maneuver.

Growth, higher margins, more cash, lower debt – all this has created value: From the beginning of October 2022, when we prepared the Reset, until February 28, 2025, the

Attractive biosimilar portfolio at Fresenius Kabi with a pipeline of more than ten candidates.

share price rose by 76%. This means that we have significantly outperformed the benchmark index STOXX® Europe 600 Health Care, which rose by 27% over the same period.

Significant value creation through transformation

We propose a dividend of €1.00 per share for the 2024 fiscal year. We were legally obliged to suspend dividend payments in the 2023 fiscal year due to the acceptance of the German federal government's energy relief payments.

» Today we are concentrating on our central task more than ever before: To save and improve people's lives. «

Going forward, Fresenius will pay out 30% to 40% of its Group core net income, excluding Fresenius Medical Care and before special items, as dividends. Our new dividend policy is designed to ensure attractive shareholder returns while at the same time providing strategic flexibility.

The "new" Fresenius is much more focused. We are focusing on the business at Fresenius Kabi and Fresenius Helios. These are growing profitably and under their own steam. The deconsolidation of Fresenius Medical Care in 2023 was a decisive step towards more focus. Fresenius and Fresenius Medical Care have both benefited from this. In December 2024, Fresenius Medical Care returned to the DAX40.

In March 2025, we announced that we would reduce our stake in Fresenius Medical Care from 32.2% to 25% plus one share. We intend to hold 25% plus one share in Fresenius Medical Care, thus underlining our continued commitment. We will remain by far the largest shareholder

» The 'new' Fresenius is considerably more focused. We are concentrating on Fresenius Kabi and Fresenius Helios. Both are growing profitably and under their own steam. «

and will continue to actively support the management board of Fresenius Medical Care through our two representatives on the supervisory board. We will use the proceeds of €1.1 billion in line with #FutureFresenius and our stated capital allocation priorities. The aim is to further strengthen the balance sheet, to reduce leverage, and to deliver longterm growth, innovation, and shareholder value. The necessary exit from our Vamed businesses is another important strategic step to streamline our portfolio.

We have focused our business with three platforms for the therapies of the future: the specialized (Bio)Pharma platform, the targeted MedTech platform, and the holistic Care Provision platform. With a combined market potential of up to €1 trillion and strong growth momentum, they are also economically relevant. We are aligning and further developing our portfolio with these three platforms.

Fresenius Kabi delivers strong performance

The Vision 2026 strategy launched at Fresenius Kabi in 2021 with a focus on three growth vectors and the volume business with generics is also paying off. The growth vectors are Biopharma, MedTech, and Clinical Nutrition, and are the biggest value drivers at Fresenius.

Highlights at Fresenius Kabi in 2024:

  • ▶ Our generics business is allowing us to supply many people with vital and affordable medicines. In Europe, we added Lacosamide, a generic drug for the treatment of epilepsy in intensive care medicine, for example. In the United States, we launched five new generics in the fourth quarter alone. We want to increase the pace of market launches in the current fiscal year compared to 2024.
  • ▶ Biosimilars are biologically produced drugs that are highly similar to an original biologic medicine. A range of Fresenius biosimilars are already on the market – among them is Tyenne®, which is the first tocilizumab biosimilar. It is used in the treatment of several inflammatory and immune diseases. Further attractive biosimilar developments are in the pipeline. In 2024, the biopharma business grew in constant currency by 76% and achieved revenue of around €600 million. We expect it to exceed the €1 billion mark in the coming years. In terms of scaling and costs, our majority stake in the mAbxience production and development platform is an important competitive advantage.
  • ▶ At the same time, we have been able to continuously expand our range of clinical nutrition products. Our leading position in parenteral and enteral nutrition and product innovations make me confident that we will continue to develop this attractive business. For example, we have launched Peditrace Novum in Europe, which is our parenteral micro-nutrient supply in pediatrics.
  • ▶ We have strengthened our medical technology business by cooperating with leading companies and investing in state-of-the-art production technologies. An important product in our portfolio is our Ivenix Infusion System. We already have more than 10,000 Ivenix Large Volume Pumps in use in the United States, including in some of the country's most renowned hospitals.

Digitalization is becoming increasingly important at Fresenius Helios

Fresenius Helios is expanding its role as one of Europe's leading private hospital chains. Many of our clinics rank among the best hospitals. Patients give us top marks for the quality of treatment.

Some of the highlights at Fresenius Helios:

▶ The Quirónsalud clinics in Spain offer a thoroughly digital patient journey – from making appointments to aftercare. Spain is a pioneer in digital healthcare in Europe, and we are pioneers in Spain. Patients check in at our

clinics as if they were at the airport, using a tablet and app to view their treatment pathway. Immediately after the examination, they receive the results electronically and can also communicate with the medical team. This is made possible by our digital hospital and patient platform Casiopea.

With more than seven million users of the patient app, Casiopea is already widely used in Spain.

  • ▶ AI applications are already part of everyday clinical practice, and their role will increase. Examples include the AI-supported analysis of images during colorectal cancer screening, preparation of medical reports, and recording of doctor-patient discussions via voice recording. AI is used at Quirónsalud in Spain and the Helios clinics in Germany.
  • ▶ We are also investing in new hospitals. One example here is the opening of the Helios HSK Kliniken in Wiesbaden, Germany. This maximum care facility is one of the most modern hospitals in Germany and treats more than 175,000 patients annually.

Responsibility for people and the planet

Without people, the future of medicine will not be possible. And healthcare is a team effort. Strategic personnel development is therefore crucial to Fresenius' future success. With a training ratio of almost 8%, we are one of the largest training companies in Germany. In 2024, Fresenius

» Without people, the future of medicine will not be possible. «

employed around 6,800 apprentices and dual study students. Future technologies such as AI and fields like data science form an integral part of our training programs.

We always have our planet in mind in everything we do. In 2024, we published our first Sustainability Highlights Report. On a newly appointed Sustainability Advisory Board, four renowned international experts from the fields of science, business, and consulting have been supporting us for the past year in the further development of our sustainability strategy. We are on course to halve our CO2 emissions by 2030 and be climate-neutral by 2040. We reduced our Scope 1 and Scope 2 emissions, i.e. direct and indirect emissions from purchased energy, by 27% in 2024 compared to the 2020 base year. We want to also better manage our Scope 3 emissions, i.e. from our supply chain, in 2025 and thus reduce them, too, in the long term.

In 2024, we also updated our brand identity, modernized the Fresenius logo, and introduced our Committed to Life brand claim. The response to our new image has been very positive. So we are entering 2025, our anniversary year, with confidence. It is the year in which Else Kröner would have celebrated her 100th birthday. The foster daughter of

AI applications are already assisting Fresenius Helios doctors in the analysis of images.

company founder Eduard Fresenius played a major role in transforming Fresenius into the world-class healthcare company that it is today. Her legacy is the relentless pursuit of medical progress and corporate social responsibility.

Healthcare as a leading industry for Germany and Europe

2025 will be a year of great geopolitical uncertainty. The old world order is disappearing, and a new one is beginning to take shape. Trade and economic relations are changing rapidly, and with them the balance of power. Europe must step up if it wants to keep up with the United States and China.

» The biopharma, medical technology, and clinical nutrition growth vectors are the biggest value drivers at Fresenius. «

Since there are currently a lot of discussions about Germany's competitiveness as the largest economy in Europe: I think Germany is a turnaround story. However, the new federal government must make the economy its top priority to achieve a successful turnaround. Prosperity arises from competitiveness. To achieve this, we need an 'Action Plan' for Germany that strengthens economic power and makes Germany a future-proof location.

The healthcare industry can play an important role in an economic recovery as a strategic leading industry. It already accounts for almost 12% of the gross value added and employs more than 8 million people in Germany. It is an innovative and growth-oriented industry. I firmly believe that its potential has not yet been fully realized and that Germany can once again become the pharmacy of the world if we take the right approach. This would involve an industrial framework that brings production back to Germany and Europe, scaling innovation, limiting bureaucracy to what is necessary, and using the possibilities of digitalization and

AI for quality and efficiency leaps. This will enable us to ensure the highest level of care. And patients will benefit from it.

Focus on continuous value creation

We have now successfully completed the Revitalize phase of #FutureFresenius and initiated the Rejuvenate phase. The first visible step in this new phase is the reduction of shares in Fresenius Medical Care. We are not standing still – we are moving up to the next level of performance! We are setting ourselves higher targets while further reducing our debt. We will see further product launches and improvements in patient care across our platforms. At Fresenius Kabi, we have raised our margin targets, driven by performance improvements and the growth contributions from our Biopharma business. At Fresenius Helios, a dedicated program will lead to productivity gains and a stronger positioning, while reaffirming our commitment to high-quality care.

The Fresenius Financial Framework remains an important steering tool. We have upgraded some of the financial targets:

  • ▶ The structural margin ambition for Fresenius Kabi was raised to 16% to 18% (previously: 14% to 17%)
  • ▶ We have lowered our self-imposed leverage target corridor to 2.5 to 3.0x net debt/EBITDA (previously: 3.0 to 3.5x)
  • ▶ We would like to introduce an attractive new dividend policy

For the Fresenius Group, we expect organic revenue growth of 4% to 6% and constant currency EBIT growth in the range of 3% and 7% before special items in 2025.

Dear Shareholders,

We will make Fresenius more innovative, further digitalize our operations, and contribute to a sustainable ecosystem for health data. All of this will lead to continuous value creation. We will continue to pursue the #FutureFresenius path. We are relevant to society – and will remain relevant.

On behalf of the Management Board, I would like to thank all our colleagues for their excellent work. My thanks also to the Supervisory Board and the Else Kröner-Fresenius Foundation for supporting our progress. I would also like to thank you for your trust. I look forward to talking to you in person at our Annual General Meeting in Frankfurt am Main on May 23, 2025.

Until then, I remain cordially yours,

Michael Sen Chairman of the Management Board

MANAGEMENT BOARD

Pierluigi Antonelli Business Segment Fresenius Kabi

Sara Hennicken Chief Financial Officer Michael Sen Chairman of the Management Board Robert Möller Business Segment Fresenius Helios

Dr. Michael Moser

Legal, Compliance, Risk Management, Sustainability, Human Resources, Corporate Audit and Business Segment Fresenius Vamed

REPORT OF THE SUPERVISORY BOARD

Wolfgang Kirsch Chairman of the Supervisory Board

14

Dear shareholders, ladies and gentlemen,

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 on pages 26 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 Pricewaterhouse-Coopers 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 Declaration from page 29 of 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

FRESENIUS SHARE. In a resilient macroeconomic environment and supported by strong business results, the Fresenius share performed positively overall over the course of the fiscal year and achieved a total return of around +19.5%.

STOCK MARKETS AND DEVELOPMENT OF THE FRESENIUS SHARE

The global economy has shown resilience this year, even though economic activity varies between countries and sectors. Inflation has slowed down and is now closer to the targets set by central banks in most countries. While the labor market is no longer as tight, unemployment rates are still low compared to historical levels. For 2025, inflation in the euro area is expected to stabilize at around 2% from mid-2025, as cost pressures ease and past monetary policies take effect. Economic activity is predicted to gradually re-cover, supported by rising household incomes, a strong labor market, and improved financing conditions, despite ongoing geopolitical and policy uncertainties.

In the wake of these developments, the global stock markets recorded significant gains over the course of the year. In the United States, the growth in the leading S & P 500 and Dow Jones Industrial Average indices was again primarily driven by companies from the technology and artificial intelligence sectors. In Europe, the STOXX© Europe 600 gained around 5% in the 2024 fiscal year; the most important German stock market barometer, the DAX40, even rose by around 19%. The STOXX© Europe 600 Health Care, which tracks the comparatively defensive European healthcare sector, gained around 2% over the course of the year.

The closing price of the Fresenius share on December 30, 2024, the last trading day of the year, was €33.54, around 19.5% higher than the closing price at the end of 2023.

The Fresenius share reached its low for the year of €24.54 on March 25, 2024, and its high for the year at €34.85 on December 13, 2024.

At https://www.fresenius.com/share-price-center you can find an interactive chart tool for graphical display and further analysis of the share price development. You can also find out how the Fresenius share has performed compared to the shares of competitors.

The market capitalization of Fresenius was €18.9 billion as of December 31, 2024. The average daily trading volume on Xetra amounted to 1,007,480 shares in the 2024 fiscal year.

CAPITALIZATION

The total number of issued shares at the end of 2024 was 563,237,277 and thus remained unchanged during the 2024 fiscal year.

INVESTOR RELATIONS

Our investor relations activities are in accordance with the transparency rules of the German Corporate Governance Code. We communicate comprehensively, promptly, and openly with private and institutional investors, as well as financial analysts. The equal treatment of all market actors is very important to us. In addition to our current financial results and guidance, the focus is also on the strategy and long-term positioning of the Fresenius Group.

We maintained an intense dialog with the capital markets in 2024 both virtually and in person. We were in direct contact with institutional investors and analysts on 20 days at international investor conferences, 22 roadshow days, and in numerous one-on-one meetings. We also organized CEO calls and virtual field trips with banks, giving investors and analysts the opportunity to discuss matters with the Management Board. In addition, Fresenius held a corporate governance roadshow together with the Supervisory Board.

Communication with private investors was maintained both virtually and in person at events organized by shareholder associations.

In addition, interested parties had access to live webcasts of the conference calls on our quarterly results at https://www.fresenius.com/events-and-roadshows as well as the constantly expanding range of information on our social media channels on LinkedIn and "X" (Twitter).

Fresenius' Investor Relations team was recognized in this year's Investors' Darling competition by manager magazin with fourth place in the overall ranking.

In addition, Fresenius' capital market communication achieved third place in the IR-Benchmark ranking of the NetFed agency.

Fresenius share in % DAX in % Dow Jones Industrial Average in % STOXX Europe 600 Health Care in % Fresenius high and low in €

ABSOLUTE SHARE PRICE PERFORMANCE 2024 FRESENIUS SHARE IN € 45,00 40,00 35,00 30,00 25,00 20,00

Fresenius share Monthly price range

KEY DATA OF THE FRESENIUS SHARE

2024 2023 2022 2021 2020
Number of shares 563,237,277 563,237,277 563,237,277 558,502,143 557,540,909
Stock exchange quotation1
in €
High 34.85 31.11 37.88 47.44 50.32
Low 24.54 23.46 20.04 33.35 25.66
Year-end quotation 33.54 28.07 26.25 35.40 37.84
Market capitalization2
in million €		 18,891 15,810 14,785 19,771 21,097
Total dividend distribution in million € 5633 – 518 514 491
Dividend per share in € 1.003 – 0.92 0.92 0.88
Earnings per share in €4 3.11 2.74 3.08 3.35 3.22

1 Xetra closing price on the Frankfurt Stock Exchange

2 Total number of ordinary shares multiplied by the respective Xetra year-end quotation on the Frankfurt Stock Exchange

3 Proposal

4 Net income attributable to shareholders of Fresenius SE & Co. KGaA; before special items

If you would like to contact the Investor Relations team or find out about our 2025 financial calendar, please take a look at the last page of this Annual Report. For additional information on the Fresenius Group and share, please visit us at www.fresenius.com/investors.

DIVIDEND

Fresenius is committed to generating attractive and predictable dividend yields as set out in the Fresenius Financial Framework. As part of the full-year reporting in February 2025, Fresenius defined a new dividend policy. Our target is to distribute ~30 – 40% of core net income (net income excluding FMC, before special items). The new dividend policy the capital allocation priorities in line with the #FutureFresenius strategy. It also underscores our intention to reinvest in growth, reduce leverage, maintain a solid investment-grade rating and provide attractive shareholder returns.

Fresenius will propose to the 2025 Annual General Meeting to distribute a dividend of €1.00 for the 2024 fiscal year.

SHAREHOLDER STRUCTURE

The Else Kröner-Fresenius-Stiftung was the largest shareholder of Fresenius SE & Co. KGaA, with 27.0% of the shares.

According to notifications pursuant to the German Securities Trading Act (WpHG), there was no investor in the Fresenius shareholder base apart from the Else Kröner-Fresenius-Stiftung with voting rights of more than 5%. Voting rights notifications can be found at www.fresenius.com/ shareholder-structure.

As of December 31, 2024, a shareholder survey identified SHAREHOLDER STRUCTURE BY REGION the ownership of about 97% of our subscribed capital. According to this analysis, Fresenius can rely on a solid shareholder base: a total of over 600 institutional investors held about 62% (December 31, 2023: 60%) of shares outstanding. The 10 largest institutional investors held about 19% (2023: 20%) of the share capital. 8% of Fresenius shares (2023: 8%) were identified as retail holdings.

Our shares were mostly held by investors in Germany, the United States, and the United Kingdom.

ANALYST RECOMMENDATIONS

The recommendations published by financial analysts are an important guide for institutional and private investors when making investment decisions. According to our survey, as of February 17, 2025, we were rated with 17 "buy" and 2 "hold" recommendations.

At https://www.fresenius.com/analysts-and-consensus you can find out which banks regularly report on Fresenius and rate our shares.

ADR PROGRAM

In the United States, Fresenius has a Sponsored Level I American Depositary Receipt (ADR) program. In this program, four Fresenius ADRs correspond to one Fresenius share. They are priced in U.S. dollars and traded in the U.S. over-the-counter (OTC) market.

You can find further information on our ADR program on www.fresenius.com/adr.

SHAREHOLDER STRUCTURE BY INVESTORS

ANALYST RECOMMENDATIONS

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE DECLARATION.

The Supervisory Board and the Management Board are committed to responsible management that is focused on achieving a sustainable increase in the value of the Company. Long-term corporate strategies, solid financial management, strict adherence to legal and ethical business standards, and transparency in corporate communication are key factors.

In this Corporate Governance Declaration, the Supervisory Board of Fresenius SE & Co. KGaA and the Management Board of the general partner of Fresenius SE & Co. KGaA, Fresenius Management SE (Management Board), report on corporate management pursuant to Sections 289 f and 315 d of the German Commercial Code (HGB) and on the corporate governance of the Company pursuant to Principle 23 of the German Corporate Governance Code (Corporate Governance Report). The Corporate Governance Declaration and the Corporate Governance Report are published on our website, see www.fresenius.com/corporate-governance.

GROUP MANAGEMENT AND SUPERVISORY STRUCTURE

The Company has the legal form of a partnership limited by shares (KGaA). The statutory bodies are the Annual General Meeting, the Supervisory Board, and the general partner, Fresenius Management SE. There were no changes to the Group management and supervisory structure in the reporting period. Within Fresenius SE & Co. KGaA, responsibilities are distributed as follows: Management is the responsibility of the general partner, represented by its Management Board. The Supervisory Board of Fresenius SE & Co. KGaA monitors the management by the general partner. The Articles of Association of Fresenius SE & Co. KGaA, which define the competencies of the executive bodies in addition to the statutory provisions, are available on our website at www.fresenius.com/corporate-governance.

BODIES OF THE COMPANY

Shareholders exercise their rights and voting rights at the Annual General Meeting. Each ordinary share of Fresenius SE & Co. KGaA grants one vote. There are no shares with multiple or preferential voting rights.

Our Annual General Meeting took place on May 17, 2024 at the Congress Center Messe Frankfurt in Frankfurt am Main. Around 73% of the share capital was represented. The shareholders approved the Compensation Report for the 2023 fiscal year with a majority of more than 93%. The actions of the general partner and the Supervisory Board were approved for 2023 with majorities of around 96% each.

The general partner and its sole shareholder, the Else Kröner-Fresenius-Stiftung, are excluded from voting on certain resolutions. These include the election of the Supervisory Board of Fresenius SE & Co. KGaA, the ratification of the actions of the general partner and the members of the Supervisory Board, and the election of the auditor. This ensures that the other shareholders can decide alone on these matters, which relate in particular to the control of the management.

The documents and information on the Annual General Meeting and the voting results are available on our website at www.fresenius.com/annual-general-meeting.

Shareholders exercise their rights, including their voting rights, at the Annual General Meeting. Each ordinary share of Fresenius SE &Co.KGaA carries one vote. There are no shares with multiple or preferential voting rights.

The general partner -- Fresenius Management SE -- is responsible for managing Fresenius SE & Co. KGaA and conducting its business. The governing bodies of Fresenius Management SE are the Management Board and the Supervisory Board.

Fresenius Management SE is represented by the Management Board. The Management Board develops the corporate strategy, discusses it with the Supervisory Boards of Fresenius Management SE and Fresenius SE & Co. KGaA, and ensures its implementation. Its actions and decisions are aligned with the interests of Fresenius SE & Co. KGaA. The Management Board is committed to sustainably increasing the value of the Company.

Working methods of the board

The rules of procedure of the Management Board issued by the Supervisory Board of Fresenius Management SE determine the details of the work of this body. In particular, they regulate the areas for which the members of the Management Board are responsible, which matters are reserved for the Management Board as a whole, and which resolutions are to be passed by the Management Board.

The Management Board of Fresenius Management SE consists of five members: the Chief Executive Officer, the Chief Financial Officer, the Management Board member responsible for Legal Affairs, Compliance, Risk Management, Sustainability, Human Resources (Labor Director), Corporate Audit, and for the Fresenius Vamed business segment, the Management Board member responsible for the Fresenius Kabi business segment, and the Management Board member responsible for the Fresenius Helios business segment. This ensures that the Management Board as a whole is always informed about important business transactions, plans, developments, and measures within the business segments. In addition to coordinating the business segments and exercising shareholder rights at Fresenius Medical Care AG, the Chairman of the Management Board is responsible for general business policy, investment policy and Group Communication. The Group-wide topic of sustainability is anchored in the role of the Management Board member responsible for Legal Affairs, Compliance, Risk Management, Sustainability, Human Resources (Labor Director), Corporate Audit, and for the Fresenius Vamed business segment. Further information on the topic of sustainability can be found in the Sustainability Report on pages 147 ff. In addition to Finance and Accounting and Group Controlling, the Board Member for Finance is also responsible for the Group´s Internal Audit and Tax departments. They also coordinate measures in the areas of cybersecurity, IT, and corporate real estate management.

As part of their activities, members of the Management Board also chair internal Group advisory bodies, such as the Risk Steering Committee. Further information on these committees can be found on page 147 ff. of the Sustainability Report.

No committees of the Executive Board have been established. The members of the Management Board are listed on page 80 of the Annual Report.

Members of the Management Board are appointed for a maximum term of five years. In line with the Code's recommendation, initial appointments are made for three years.

For members of the Management Board of Fresenius Management SE who were first appointed from 2022, a standard retirement age applies: Members of the Management Board should generally retire from the Management Board at the end of the calendar year after reaching the age of 65.

The meetings of the Management Board are convened and chaired by the Chairman of the Management Board as and when required, but at least once a month. If he is unable to do so, this task falls to the Chief Financial Officer; if he is also unable to do so, it falls to the oldest present Management Board member. The chairperson determines the order in which the agenda items are dealt with and the method of voting. The Management Board adopts resolutions in meetings by a simple majority of the votes cast and outside of meetings by a simple majority of its members. This does not apply to matters for which stricter requirements are set forth by mandatory legal provisions or the statutes of Fresenius Management SE. In the event of a tie vote, the chairman of the Management Board has the casting vote. If the chairman of the Management Board is unable to attend or abstains from voting, the proposal for a resolution is rejected in the event of a tie vote. The rules of procedure for the Management Board also govern the oral and written communication between the Management Board and the Supervisory Board of the general partner and between the general partner and the Supervisory Board of Fresenius SE &Co. KGaA. They also define the cases in which the prior consent of the Supervisory Board of the general partner is required.

Concept in accordance with Section 289f (2) No. 6 HGB (diversity concept)

The Supervisory Boards of Fresenius SE & Co. KGaA and Fresenius Management SE have adopted a concept in accordance with Section 289f (2) No. 6 HGB for the Management Board of Fresenius Management SE. Fresenius strives for adequate staffing on the Management Board of Fresenius Management SE with regard to age, gender, education, professional background, and international experience. A balance between experience and new approaches is important for the work of the Management Board. For this reason, the Management Board of Fresenius Management SE should have a balanced mix of experienced and new members. In this way, not only do different perspectives flow into the decision-making process, but a continuous transfer of knowledge is also promoted. In addition, Fresenius considers a mix of women and men on the Management Board of Fresenius Management SE to be desirable. However, qualifications are the decisive criterion when filling Management Board positions. One member of the Management Board of Fresenius Management SE should have many years of experience in each of the company's key areas of activity:

  • ► Essential medicines and medical products for critically and chronically ill patients,
  • ► Operation of hospitals and healthcare services

Furthermore, one member should have many years of experience and expertise in finance and in the areas of corporate governance, law, and compliance. This takes into account the special requirements of a capital-market-oriented company. Fresenius has subsidiaries in more than 60 countries. Against this background, the majority of the members of the Management Board of Fresenius Management SE should have international experience in at least one of Fresenius´ key markets through their background,

education, or professional activity. The concept in accordance with Section 289f (2) No. 6 HGB has been implemented in full.

As a European Company (SE -- Societas Europaea), Fresenius Management SE has its own Supervisory Board. It consists of six members. This Supervisory Board appoints the members of the Management Board of Fresenius Management SE. It also ensures long-term succession planning for each Management Board position, which is based on the implementation of a structured process. The Supervisory Board pursues a holistic and consistent approach. Potential successors should come from within the company. Succession planning therefore begins at the level below the Management Board, building on talent from the levels below. Potential successors are identified with the involvement of current job holders, managers, and members of the Management Board. This is based on discussions with Management Board members and job holders and impressions of managers, which they present at meetings of the Supervisory Boards of Fresenius Management SE and Fresenius SE & Co KGaA. Existing skills are assessed and necessary or possible areas of development are identified so that targeted support can be provided. On the other hand, potential Management Board candidates outside the company are also to be included in the succession planning, so that systematic market screening takes place in parallel. The aim of the Supervisory Board´s succession planning, both in the short and long term, is therefore to have several suitable candidates in mind for each Management Board position at all times.

The Supervisory Board of Fresenius Management SE also monitors and advises the Management Board on the

management of the company. It meets regularly without the Management Board. It has adopted rules of procedure.

The members of the Supervisory Board of Fresenius Management SE are listed on page 81 of the Annual Report. The competencies of the individual members of the Supervisory Board of Fresenius Management SE are shown for information purposes in the qualification matrix of the Supervisory Board of Fresenius SE & Co. KGaA on page 37 of the Annual Report.

Information on the compensation of the Management Board and Supervisory Board of Fresenius Management SE can be found here:

The Supervisory Board of Fresenius SE & Co. KGaA monitors the management by the general partner, Fresenius Management SE. The object of the monitoring is the entrepreneurial decisions of the Management Board with regard to their correctness, expediency, and economic efficiency. The Supervisory Board also examines the annual financial statements of the Group and the consolidated financial statements, taking into account the auditor´s reports. Another key component of the Supervisory Board´s activities is its work in the committees, which are formed in accordance with the provisions of the German Stock Corporation Act and the recommendations of the Code. The Management Board of the general partner informs the Supervisory Board on an ongoing basis about business development,

corporate planning, and strategy. On pages 14 f., the Supervisory Board reports on the focal points of its activities and those of its committees in 2024.

The Supervisory Board of Fresenius SE & Co. KGaA consists of 12 members. The members of the Supervisory Board are listed on page 78 f. of the Annual Report. Half of the members are elected by the Annual General Meeting. In the interests of the Company, proposals for the election of Supervisory Board members are primarily based on the knowledge, skills, and professional experience required to perform the tasks. When considering its proposals, the Supervisory Board takes into account the objectives it has set itself and at the same time strives to fulfill the profile of skills and expertise. A nomination committee was formed for the election proposals of the shareholder representatives, which is based on the requirements of the law and the Code. The employee representatives on the Supervisory Board of Fresenius SE & Co. KGaA are elected by the European Works Council. If substitute members are appointed, they will take their place on the Supervisory Board after an employee representative leaves before the end of his or her term of office. At the end of July 31, 2024, the employee representative Mr. Konrad Kölbl left the Supervisory Board due to retirement. On August 1, 2024, Mr. Harald Steer joined the Supervisory Board as a personal substitute member. When Mr. Harald Steer left the Fresenius Group, he also left the Supervisory Board with effect from January 31, 2025. Since February 1, 2025, he has been succeeded by the employee representative Mr. Alberto Fuentelsaz Franganillo.

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 met in 2024.

A standard age limit applies to the Supervisory Board of Fresenius SE & Co. KGaA. Accordingly, as a rule, the

Supervisory Board of Fresenius SE & Co. KGaA should only include members who have not yet reached the age of 75 at the time of their election or appointment. The average age on the Supervisory Board as at December 31, 2024 was around 62 years. In addition, a regular limit for the length of membership of the Supervisory Board set out in the rules of procedure must be observed. Subject to special reasons, the consecutive term of office of a member of the Supervisory Board representing the shareholders should not exceed a period of 15 years.

The skills and experience of all Supervisory Board members help to ensure a balanced exchange within the Board. In 2024, the self-imposed targets for composition and the requirements for the skills profile were met. Further information on this can be found on pages 33 ff. of the Annual Report.

The Supervisory Board of Fresenius SE & Co. KGaA fulfills its duties in accordance with the provisions of the law, the Articles of Association of Fresenius SE & Co. KGaA, and the rules of procedure of the Supervisory Board. Its Chairman coordinates the work, chairs the meetings of the Supervisory Board, and represents its interests externally. The Supervisory Board shall meet once every calendar quarter and must meet twice every half calendar year. The meetings are convened and chaired by the Chairman or, if he is unable to attend, by a chairperson appointed by him. He determines the order of the items to be discussed and the type of voting. The Supervisory Board decides by a simple majority of the votes participating in the resolution, unless other majorities are prescribed by law. In the event of a tie, the Chairman has the casting vote and, if he is not present, the Deputy Chairman representing the shareholders has the casting vote. The shareholder representatives and the employee representatives on the Supervisory Board regularly hold separate preliminary discussions for

Supervisory Board meetings. The Supervisory Board meets regularly without the Management Board.

Details on the election, constitution, and term of office of the Supervisory Board, its meetings and resolutions, as well as its rights and obligations, are governed by the Articles of Association of Fresenius SE & Co. KGaA and the rules of procedure of the Supervisory Board of Fresenius SE & Co. KGaA. Both documents are available on our website at www.fresenius.com/corporate-governance available.

Information on the compensation of the Supervisory Board of Fresenius SE & Co. KGaA can be found here:

  • ► Compensation system of the Supervisory Board of Fresenius SE & Co. KGaA including the remuneration resolution pursuant to Section 113 (3) AktG at www.fresenius.com/corporate-governance
  • ► Compensation Report 2024 including the Auditor´s Report in accordance with Section 162 AktG at www.fresenius.com/corporate-governance

In the opinion of the Supervisory Board of Fresenius SE & Co. KGaA, all of its members of the shareholder representative body are independent. It therefore also has what it considers to be an appropriate number of independent members who have no business or personal relationship with the Company, its executive bodies, a controlling shareholder, or an affiliated company that could give rise to a material and not merely temporary conflict of interest. This also applies to Prof. Dr. med. D. Michael Albrecht, who has been a member of the Supervisory Board for more than 12 years. His conduct in office demonstrates the necessary critical distance to properly advise and monitor the management by the general partner in every respect.

The general partner, acting through the Management Board, and the Supervisory Board of Fresenius SE & Co. KGaA are committed to the interests of the Company. The members of the executive bodies do not pursue personal interests in the performance of their duties, nor do they grant unjustified advantages to other persons. Any sideline activities or transactions of the members of the executive bodies with the Company must be disclosed to the Supervisory Board without delay and approved by it. The Supervisory Board of Fresenius SE & Co. KGaA reports to the Annual General Meeting on any conflicts of interest and how they are handled. There were no conflicts of interest involving members of the Supervisory Board in the past fiscal year.

Fresenius publishes information on related parties in the Annual Report on page 393 f.

The members of the Supervisory Board are responsible for the training and development measures required to fulfill their duties. Training and further training measures are intended to build up new skills (training) and update and strengthen existing skills (further training). The members of the Supervisory Board regularly obtain information from internal and external sources on the current status of the requirements for their supervisory activities. The Supervisory Board ensures that its members are continuously qualified, that their specialist knowledge is updated, and that their judgment and experience are further developed. Fresenius provides them with appropriate support in this regard. For example, experts from Fresenius´ specialist areas and external specialists provide ongoing information on relevant developments, e.g. on relevant changes in legislation and case law and on changes in accounting and auditing in accordance with IFRS. In the 2024 fiscal year, the effects of the hospital reform and other regulatory changes in the German hospital market were discussed, among other things. There was also extensive internal training on the topic of ESG with a focus on CSRD and sustainability strategy with the participation of speakers from the Fresenius Sustainability Advisory Board. In addition, new Supervisory Board members are offered individual introductory measures (onboarding), for example on internal structures and the Company´s strategy. Onboarding is accompanied by site visits. Training on the topics of information technology, artificial intelligence, and digitalization in medicine is planned for the 2025 fiscal year.

The Supervisory Board of Fresenius SE & Co. KGaA regularly conducts an assessment with the support of a consultant, most recently in 2024, of how effectively it as a whole and its committees fulfill their duties. The Supervisory Board conducted the review 2024 with the support of an external service provider using a detailed company-specific questionnaire, which each Supervisory Board member completed and which covered the key aspects for a self-assessment. The Supervisory Board discusses the anonymized evaluation of the responses in an open discussion in plenary session. The most recent self-assessment revealed that both the organization and the work of the Supervisory Board, including its committees, are rated as efficient and the fulfillment of tasks as effective. In particular, the transparency, the constructive discussions, and the extraordinary commitment of all Supervisory Board members were emphasized. In future, the Supervisory Board would like to further intensify its commitment to transformation topics such as sustainability, cybersecurity, and IT. The evaluation of the Company by customers and the market is also to be given even greater consideration.

Good corporate governance requires trusting and efficient cooperation between the Management Board and the Supervisory Board. The general partner and the Supervisory Board of Fresenius SE & Co. KGaA work closely together for the benefit of the Company. Open communication is essential for this. The common goal is to sustainably increase the value of the Company while upholding the principles of corporate governance and compliance. The Management Board of the general partner and the Supervisory Board of Fresenius SE & Co. KGaA coordinate in particular on the strategic direction of the Company. As the supervisory body, the Supervisory Board of Fresenius SE & Co. KGaA also requires comprehensive information on business development and planning as well as on the risk situation, risk management, and compliance. The Management Board of the general partner provided this information in full and as required in the past fiscal year.

The shareholder and employee representatives can prepare for the meetings of the Supervisory Board separately, if necessary with members of the Management Board. Preliminary discussions of the employee representatives and consultations with the shareholder representatives take place on a regular basis.

The Supervisory Board of Fresenius SE & Co. KGaA has formed two permanent committees from among its members: the Audit Committee with five members and the Nomination Committee with three members. The members of the committees were elected for the duration of their term of office on the Supervisory Board of Fresenius SE & Co. KGaA. According to the Articles of Association of Fresenius SE & Co. KGaA, only membership of the Audit Committee is compensated separately (Article 13 (4)). There is no Personnel Committee in the KGaA, as the Supervisory Board of Fresenius SE & Co. KGaA is not responsible for the appointment or employment contracts of the members of the Management Board of the general partner. Rather, this personnel competence lies with the Supervisory Board of the general partner, which has formed a Personnel Committee to prepare relevant decisions.

The rules laid down for the Supervisory Board of Fresenius SE & Co. KGaA apply accordingly to the committees. They hold meetings as required, which are convened by the respective committee chairman. He reports on the work of the respective committee at the following Supervisory Board meeting. The rules of procedure of the

committees are contained in the rules of procedure of the Supervisory Board of Fresenius SE & Co. The committees have therefore not adopted their own rules of procedure

The members of the Supervisory Board committees are listed on page 79 of the Annual Report.

Audit Committee

The Audit Committee deals with the preliminary audit of the annual financial statements and the Management Report of Fresenius SE & Co. KGaA, the consolidated financial statements, and the Group Management Report. Its tasks preparing the decisions of the Company´s Supervisory Board on the approval of the annual financial statements and the consolidated financial statements, the proposal for the appropriation of net retained profits, and the Supervisory Board´s proposal to the Annual General Meeting on the election of the auditor, the auditor for the possible review of interim financial information, and the auditor of the Sustainability Report. It must also review the interim financial reports (half-year financial statements and quarterly financial reports) prior to their publication and discuss them with the Management Board of the general partner. The Audit Committee discusses the assessment of the audit risk, the audit strategy, and audit planning, the determination of key audit matters and audit priorities with the auditor, and, if necessary, determines further audit priorities. The Chairman of the Audit Committee and the Chairman of the Supervisory Board issue the audit mandate to the auditor on behalf of the Supervisory Board and agree on the auditor´s reporting obligations to the Audit Committee.

The Audit Committee also deals with the quality of the audit and the effectiveness of the internal control system, the risk management system, the compliance management system, and the internal audit system. He ensures that the Executive Board of the general partner fulfills its obligations to set up appropriate and effective management systems, regularly monitors their effectiveness through internal auditing, and appropriately addresses any weaknesses identified. The Audit Committee also has to deal with regulatory changes, such as the reporting requirements resulting from the implementation of the Corporate Sustainability Reporting Directive (CSRD) and the EU Taxonomy Regulation. The Audit Committee also deals in detail with the approval of non-audit services provided by the auditor.

The members of the Audit Committee are Ms. Susanne Zeidler (Chairwoman), Mr. Bernd Behlert, Ms. Grit Genster, Mr. Wolfgang Kirsch, and Dr. Christoph Zindel. Mr. Wolfgang Kirsch was appointed by the Supervisory Board as a financial expert in the field of accounting, as he has expertise in this area. This expertise includes special knowledge and experience in the application of accounting principles and internal control and risk management systems. Accounting also includes sustainability reporting. Ms. Susanne Zeidler was appointed by the Supervisory Board as a financial expert in the field of auditing, as she has expertise in this area. This expertise includes special knowledge and experience in auditing financial statements, including the audit of sustainability reporting. To take account of the growing importance of sustainability, the Audit Committee has appointed Dr. Zindel as an ESG expert. Further information on the expertise of the members of the Audit Committee in the areas of accounting and auditing can be found in the section Implementation of the objectives and competence profile on page 33 f. of the Annual Report.

Nomination Committee

In accordance with the requirements of the Code, the Nomination Committee proposes suitable persons to the Supervisory Board for its election proposals to the Annual General Meeting for the appointment of shareholder representatives to the Company´s Supervisory Board. The presentation of the election proposals at the Annual General Meeting is based on an orderly nomination process: First, a candidate profile is drawn up based on the objectives for the composition of the Supervisory Board, the skills profile, and the concept in accordance with Section 289f (2) No. 6 HGB. The requirements in terms of skills and knowledge, professional experience, balanced composition, and personal suitability are defined in detail. The Nomination Committee then evaluates potential candidates based on the defined profile. The result of the selection process is presented to the full committee. This decides by resolution which candidates for the shareholder side of the Supervisory Board will be proposed to the Annual General Meeting.

The Nomination Committee consists exclusively of persons representing the shareholders. The current members of the committee are Mr. Wolfgang Kirsch (Chairman), Mr. Michael Diekmann, and Ms. Susanne Zeidler.

Mediation Committee

There is no Mediation Committee at Fresenius SE & Co. KGaA, as the provisions of the German Codetermination Act that provide for such a committee do not apply to a partnership limited by shares.

Joint Committee

Pursuant to Sections 13a et seq. of the Articles of Association of Fresenius SE & Co. KGaA, the Supervisory Board of Fresenius SE & Co. KGaA has formed a Joint Committee together with the Supervisory Board of Fresenius Management SE. The general partner of Fresenius SE & Co. KGaA requires the approval of the Joint Committee for individual matters specified in Section 13c (1) of the Articles of Association of Fresenius SE & Co. KGaA, provided that 40% of consolidated sales, consolidated total assets, and consolidated net income are affected by the matter. These matters include, for example, the sale and acquisition of significant shareholdings and parts of companies or the spin-off of significant parts of companies from the assets of Fresenius SE & Co. KGaA or a company in which it holds a sole shareholding. The approval of the Joint Committee is also required for certain legal transactions between Fresenius SE & Co. KGaA and its affiliated companies on the one hand and the Else Kröner-Fresenius-Stiftung on the other.

Mr. Michael Diekmann and Ms. Susanne Zeidler are members of the Joint Committee. Dr. Dieter Schenk (Chairman) and Mr. Wolfgang Kirsch, who were delegated by the general partner, are also members of the committee. The Joint Committee did not meet in the reporting year.

OBJECTIVES FOR THE COMPOSITION OF THE SUPERVISORY BOARD, COMPETENCE PROFILE, CONCEPT IN ACCORDANCE WITH SECTION 289F (2) NO. 6 HGB AS WELL AS IMPLEMENTATION

The Supervisory Board of Fresenius SE & Co. KGaA has set specific targets for its composition. It further developed these existing targets and adopted them together with a revised skills profile for the entire Board in December 2022. The status of implementation is disclosed, amongst others, in the form of a qualification matrix. The Supervisory Board has also adopted a concept in accordance with Section 289f (2) No. 6 HGB for itself.

The Supervisory Board of Fresenius SE & Co. KGaA must be composed in such a way that its members as a whole have the knowledge, skills, and professional experience required to properly perform their duties. A distinction must be made between the requirements for the individual Supervisory Board members and the requirements for the composition of the Supervisory Board as a whole.

Supervisory Board members must be both professionally and personally qualified to advise and monitor the Management Board in the management of a global healthcare Group.

Good corporate governance

Each member of the Supervisory Board should have the knowledge of good corporate governance of a capital-market-oriented company required for the proper performance of their duties. This includes knowledge of the basic

principles of accounting, risk management, internal control mechanisms, and compliance.

Industry experience and internationality

Each member of the Supervisory Board should have general knowledge of the healthcare industry and a basic understanding of Fresenius´ international activities.

Independence

At least half of the shareholder representatives on the Supervisory Board should be independent within the meaning of the Code. Independent in this sense means anyone who does not have a personal or business relationship with the Company, its executive bodies, a controlling shareholder, or a company affiliated with the latter that could give rise to a significant and not merely temporary conflict of interest. The ownership structure can be given appropriate consideration.

When assessing independence, the Supervisory Board is of the opinion that neither membership of the Management Board for more than two years nor the duration of membership of the Supervisory Board in itself precludes classification as independent.

Persons who hold a position on the board of a major competitor of Fresenius or who directly or indirectly hold more than 3% of the voting capital should not be members of the Supervisory Board.

If a member of the Supervisory Board works for another company with which Fresenius has a business relationship, this activity is explained in the Legal relationships with members of governing bodies section of the Annual Report.

Time availability and limitation of the number of mandates

Each Supervisory Board member should be able to devote the time required to properly fulfill their Supervisory Board mandate and comply with the limit on the number of mandates recommended by the German Corporate Governance Code. Assuming five meetings per year in future, the expected time commitment of new members is approximately 15 to 30 days per year. This includes preparing for and following up on Supervisory Board meetings, dealing with reports to the Supervisory Board, attending the Annual General Meeting, and regular further training. It should be noted that the amount of time required also depends on membership of one or more of the Supervisory Board committees.

Age limit and regular limit for length of membership

As a rule, the Supervisory Board of Fresenius SE & Co. KGaA should only include members who have not yet reached the age of 75 at the time of their election or appointment. In addition, a regular limit for the length of membership of the Supervisory Board set out in the rules of procedure must be observed. The consecutive term of membership of a member of the Supervisory Board of the shareholder representatives should not exceed a period of 15 years, subject to special reasons.

An appropriate number of Supervisory Board members should also have in-depth knowledge and/or experience in the areas of work that are important to the Company. The following descriptions of the individual competencies are exemplary and not exhaustive. It is not necessary for a Supervisory Board member to have knowledge and experience in every aspect in order to be considered competent.

Industry experience

The Supervisory Board as a whole must be familiar with the healthcare sector. An appropriate number of Supervisory Board members should have in-depth knowledge and / or experience in the areas of work that are important to the Company:

  • ► Essential medicines and medical devices for critically and chronically ill patients
  • ► Operation of hospitals and healthcare services

The Supervisory Board should include an appropriate number of members with management experience in the healthcare sector.

Finances

The Supervisory Board as a whole must have financial expertise, particularly in the areas of accounting, financial reporting, and auditing. At least one member must have expertise in the area of accounting and at least one other member must have expertise in the area of auditing. The Chairperson of the Audit Committee should be an expert in at least one of the two areas.

Sustainability

The Supervisory Board as a whole should have expertise in sustainability issues of importance to the Company, particularly with regard to environmental, social, and governance (ESG) aspects.

Law and compliance

The Supervisory Board as a whole should be familiar with the relevant legal issues as well as the relevant regulatory and compliance topics.

Digitalization

The Supervisory Board as a whole should have the necessary understanding of the requirements of digitalization.

Internationality

Fresenius has subsidiaries in more than 60 countries. Therefore, the Supervisory Board as a whole should have knowledge and experience in the regions that are important for Fresenius. The Supervisory Board should include an appropriate number of members who, due to their background or business experience, have a special connection to the international markets that are important for Fresenius.

Management experience

The Supervisory Board should include an appropriate number of members who have experience in the management or supervision of a medium-sized or large company.

Balanced composition

The Supervisory Board should be able to draw on the widest possible range of specialist knowledge, skills, and experience. Therefore, it should have a balanced composition and care should be taken when preparing the election proposals to ensure that the profiles of the candidates complement each other in the interests of the Company.

The Supervisory Board fulfills the requirements of Section 96 (3) sentence 1 AktG. This is generally seen as a joint responsibility of the shareholders and employees.

For the Supervisory Board of Fresenius SE & Co. KGaA has a concept in accordance with Section 289f (2) No. 6 HGB. This is described below. The objectives of the concept, the way it is implemented and the results achieved in the fiscal year are also explained.

A balanced composition enables perspectives from different angles and against the background of different experiences. Fresenius strives for an adequate composition of the Supervisory Board of Fresenius SE & Co. KGaA in terms of age, gender, education, professional background and international experience.

For the activities of the Supervisory Board of Fresenius SE & Co. KGaA, a balance between experience and new approaches is important. For this reason, the Supervisory Board of Fresenius SE & Co. KGaA should have a balanced mix of experienced and new members. In this way, not only do different perspectives flow into the decision-making process, but a continuous transfer of knowledge is also promoted.

In accordance with Section 96 para. 3 sentence 1 AktG, the Supervisory Board is composed of at least 30% women and at least 30% men. This is generally seen as a joint responsibility on the part of the shareholders and employees.

The Supervisory Board of Fresenius SE & Co. KGaA should include members with different educational and professional backgrounds. An appropriate number of members should have experience in the management or supervision of a medium-sized or large company. An appropriate number of Supervisory Board members should have management experience in the healthcare sector. At least one member must have expertise in the field of accounting and at least one other member must have expertise in the field of auditing.

Fresenius has subsidiaries in more than 60 countries. An appropriate number of members of the Supervisory Board of Fresenius SE & Co. KGaA should have a special connection to the international markets relevant to Fresenius due to their origin or business experience. International expertise based on business experience is assumed in particular if a member has had a regular job abroad or has worked in an international business environment for several years.

In the opinion of the Supervisory Board of Fresenius SE & Co. KGaA, it meets the objectives for its composition and fulfills both the competence profile and the concept in accordance with Section 289f (2) No. 6 HGB. The Supervisory Board members also meet the personal and professional requirements deemed necessary.

In particular, the Supervisory Board members as a whole are familiar with the sector in which the Company operates. In addition, the Supervisory Board has the knowledge, skills, and experience essential for the company, including in production and profitability, digitalization and transformation, innovation and strategy development, as well as human resources and management. The Supervisory Board also has knowledge and experience in the Company´s key business areas. These include, in particular, medical devices for critically and chronically ill patients, the operation of hospitals, and healthcare services.

Thanks to the expertise available on the Supervisory Board, the Supervisory Board is in a position to monitor sustainability issues that are important to the Company, particularly with regard to environmental, social, and governance (ESG) aspects, both in terms of corporate planning and strategic orientation.

The composition of the Supervisory Board is balanced. The members are between 50 and 75 years of age. Many Supervisory Board members have international experience. In the 2024 fiscal year, the Supervisory Board had four female members and eight male members. This corresponds to a gender ratio of Supervisory Board members of 33% to 67%. Both the shareholder representatives and the employee representatives are each made up of two women and four men.

In the opinion of the Supervisory Board, all Supervisory Board members representing the shareholders are to be regarded as independent. The agreed age limit and the standard limit for length of membership will be taken into account at the time of the Supervisory Board´s election proposals to the Annual General Meeting.

With Susanne Zeidler as Chairwoman of the Audit Committee, Mr. Wolfgang Kirsch, and Dr. Christoph Zindel, three members of the Audit Committee have expertise in the areas of accounting and auditing.

Ms. Susanne Zeidler has the necessary expertise in the areas of accounting and auditing due to her many years as an auditor. She was able to deepen this expertise during her many years as a member of the management board and Chief Financial Officer of a listed stock corporation.

Mr. Wolfgang Kirsch has acquired his expertise in the areas of accounting and auditing through his many years of work in the banking sector and his membership of the board of a financial institution, of which he was chairman.

Dr. Christoph Zindel has the necessary expertise in the areas of accounting and auditing due to his many years of management activities, including his membership of the management board of a listed stock corporation. As a former member of the management board of a listed stock corporation with responsibility for sustainability, he also has expertise in sustainability reporting and its auditing. Dr. Christoph Zindel was appointed as an ESG expert by the Audit Committee of Fresenius SE & Co KGaA.

The status of implementation of the skills profile is disclosed in the form of the following qualification matrix, which includes the implementation of the concept in accordance with Section 289f (2) No. 6 HGB the Supervisory Board. As the Company is organized in the special legal form of a KGaA, the qualification matrix also contains information on the Supervisory Board members of the general partner, Fresenius Management SE. The purpose of this presentation is to clearly and concisely reflect the expertise available on the Company´s supervisory bodies.

The evaluation for the creation of the qualification matrix was based on an individual self-assessment of the Supervisory Board members using standardized definitions and examples. If, in the opinion of the Supervisory Board, individual skills contained in the skills profile of the Supervisory Board are no longer sufficiently present in the future, the Supervisory Board will take this into account when proposing candidates to the Annual General Meeting.

Prof. Dr. med. Prof. Dr. med. Dr.
Wolfgang
Kirsch		 D. Michael
Albrecht		 Dr. Frank
Appel		 Bernd
Behlert		 Michael
Diekmann		 Grit
Genster		 Dr. Heinrich
Hiesinger		 Frauke
Lehmann		 Iris
Löw-Friedrich		 Holger
Michel		 Oscar Romero
de Paco		 Dr. Dieter
Schenk		 Harald
Steer		 Susanne
Zeidler		 Christoph
Zindel
KGaA Member since 2021 2011 – 2018 2015 2020 – 2016 2016 2023 2016 – 2024 2022 2022
Duration of
membership and
function		 Term until 2025 2025 – 2025 2025 2025 – 2025 2025 2025 2025 – 2024/2025 2025 2025
Function Chair Member – Member Deputy Chair Deputy Chair – Member Member Member Member – Member Member Member
FMSE Member since 2020 – 2021 – 2015 – 2020 – – – – 1998 – 2021 –
Duration of
membership and		 Term until 2025 – 2025 – 2025 – 2025 – – – – 2025 – 2025 –
function Function Chair – Member – Member – Member – – – – Deputy Chair – Member –
Personal fit Independence*
No overboarding*
Diversity Gender Male Male Male Male Male Female Male Female Female Male Male Male Male Female Male
Year of birth 1955 1949 1961 1958 1954 1973 1960 1963 1960 1969 1974 1952 1973 1961 1961
Nationality German German German German German German German German German German Spanish German Austrian German German
International experience 1-2 years 1-2 years More than
6 years		 None More than
6 years		 None More than
6 years		 None 3-5 years None 3-5 years 1-2 years 1-2 years None 3-5 years
Business Medical Chemist,
neuro		 Engineering Legal Commercial Medical Specialist for
Occupational
Health		 Lawyer, tax Bio- and
Industrial		 Business
graduate,
auditor, tax		 Medical
Professional background graduate professional biologist technician professional business Engineer Nurse professional Management Skilled worker consultant Engineer consultant professional
Professional
competence		 Change management
Innovation
Leadership & management
experience
Quality
Increase profitability/
organic growth
Strategy development and
implementation
Healthcare
competence		 Sector experience
(Healthcare)
Dialysis products & services
Hospital supplies & services
Hospital projects & services
Hospital operations
Finance expertise Financial expertise
Financial expert (accounting)
according to sec. 100 para. 5
Stock Corporation Act (AktG)
Financial expert (annual audit)
according to sec. 100 para. 5
Stock Corporation Act (AktG)
Functional Digitalization
competencies ESG & sustainability
Marketing
M & A/Integration
Human resources
Production
Legal & Compliance, Corporate
Governance
Risk management
Transformation
Committee
membership		 Human Resources Committee
(FMSE)		 Chair – – – – – – – – – – – –
Nomination Committee (KGaA) Chair – – – – – – – – – – – –
Audit Committee (KGaA)
Joint Committee		 – – – – – – – – – – Chair
(FMSE & KGaA) – – – – – – – – – Chair – –

CORPORATE GOVERNANCE PRACTICES

The general partner -- represented by the Management Board -- manages the Company´s business with the diligence of a prudent and conscientious manager in compliance with the statutory provisions, the Articles of Association, the rules of procedure of the Management Board and the resolutions of the full Management Board, and the Supervisory Board of the general partner. The basic rules of our corporate governance, some of which go beyond the legal requirements, can be found in the Fresenius Code of Conduct. It contains the key principles for conduct within the Company and towards external partners and the public. The Fresenius Code of Conduct can be viewed on our website at www.fresenius.com/compliance. All business segments of Fresenius have also implemented their own codes of conduct. These reflect the principles of the Fresenius Code of Conduct and also cover the special features of the respective business activities.

For Fresenius, compliance means doing the right thing. Because our fundamental ethical values go beyond regulatory requirements, for us this means acting not only in accordance with the law, but also in accordance with applicable industry codes, internal guidelines, and our values. Rule-compliant behavior is an integral part of our corporate culture and therefore of our daily work.

Each of our divisions has entrusted a Chief Compliance Officer or a corporate function with the development, implementation, and monitoring of the division´s compliance management system (CMS). The divisions have also established corresponding compliance responsibilities in their organizational and business structures. The respective compliance organization supports managers and employees in the implementation of compliance principles within the Company.

We use our compliance management systems to control the implementation of and compliance with the rules within the Company. We have implemented risk-oriented compliance management systems in all business segments and at Fresenius SE & Co. KGaA level. These comprise three pillars: prevention, detection, and response. Our compliance measures are primarily aimed at preventing compliance violations through active prevention. These systems take into account the specific requirements of the markets in which the divisions operate.

Key preventive measures include comprehensive risk identification and assessment, effective guidelines, appropriate and effective processes, regular training, and ongoing advice. We try to identify compliance risks at an early stage using objective indicators. We have therefore implemented tools for early risk detection and internal control structures, e.g. for cash transactions and banking transactions, and regularly review these measures in workshops and through internal audits.

We already take potential misconduct very seriously. Fresenius employees who suspect misconduct can contact their line manager or the responsible compliance officer. Potential compliance incidents can also be reported anonymously via whistleblower systems or e-mail addresses set up specifically for this purpose. Most whistleblower systems are available via the website not only to employees, but also to third parties, e.g. customers, suppliers, and other partners, in many national languages.

Every illegal act, and every breach of the rules harms the individual and Fresenius. If we discover violations, we take the necessary measures to stop them and prevent them from happening again. We also take all reports as an opportunity to review our company processes for possible improvements. Further information on compliance and our compliance management system can be found in the Sustainability Report on pages 288 ff.

We consider the responsible handling of risks to be an essential element of good corporate governance. Fresenius has a systematic risk management and control system that enables the Management Board to recognize risks and market trends at an early stage and to react immediately to relevant changes in the risk profile. It comprises the following elements:

  • ► Internal control system
  • ► Early risk detection and risk management system
  • ► Management of financial, operational, and strategic risks
  • ► Quality management systems
  • ► Compliance management systems
  • ► Risk analysis in the context of investments and acquisitions

Our risk management and control system and efficiently designed processes contribute to what is important to us -- the well-being of our patients and thus the success of the Company. The early risk detection system is the subject of the annual audit. The auditor assesses whether the monitoring system set up by the Management Board is suitable for identifying risks that could jeopardize the continued existence of the Company at an early stage. The appropriateness and effectiveness of our risk management and control system is the responsibility of the Executive Board and is regularly reviewed by Internal Audit.

Findings from these audits are incorporated into the ongoing development of the risk management and control system, the effectiveness of which is also monitored by the Audit Committee of the Supervisory Board. In addition, the Executive Board commissioned an audit of the risk management system and the internal control system for appropriateness and effectiveness in accordance with the audit

standards PS 981 and PS 982 in 2024 in order to further improve our systems. Recommendations from these audits are taken into account directly in the further development of the RMS and ICS. Further information can be found in the Report of the Supervisory Board on page 14 f. of the 2024 Annual Report.

In accordance with the German Corporate Governance Code, our risk management and control system also covers the sustainability-related objectives anchored in our corporate strategy, insofar as this is not already required by law. This includes the processes and systems for recording and processing sustainability-related data. Further information (including the description of the key features of the overall internal control system and the risk management system recommended by the Code and the statement on the appropriateness and effectiveness of these systems also recommended by the Code) can be found in the Group Management Report on pages 141 ff.

As an independent function, Internal Audit also supports the Management Board outside of day-to-day operations. The department assesses internal processes from an objective perspective and with the necessary distance. The aim is to create added value for Fresenius by improving internal controls, optimizing business processes and increasing efficiency, thereby achieving organizational goals. The findings from the internal audits are used by the business units and the compliance organization to continuously develop the existing preventive measures (e.g. to avoid corruption).

GERMAN CORPORATE GOVERNANCE CODE AND DECLARATION OF CONFORMITY

The German Corporate Governance Code is intended to make the rules of corporate management and supervision applicable in Germany more transparent for investors. The principle of sustainable value creation and the vast majority of the guidelines, recommendations, and suggestions for responsible corporate management contained in the Code have been part of everyday corporate life at Fresenius for many years. Comprehensive information on the topic of corporate governance can be found on our website at www.fresenius.com/corporate-governance.

The Management Board of the general partner of Fresenius SE & Co. KGaA, Fresenius Management SE, and the Supervisory Board of Fresenius SE & Co. KGaA issued the following Declaration of Conformity in December 2024 in accordance with Section 161 AktG and made it available on the Company´s website:

Declaration of the Management Board of the general partner of Fresenius SE & Co. KGaA, Fresenius Management SE, and of the Supervisory Board of Fresenius SE & Co. KGaA on the German Corporate Governance Code pursuant to Section 161 AktG

The Management Board of the general partner of Fresenius SE & Co. KGaA, Fresenius Management SE (hereafter the Management Board) and the Supervisory Board of Fresenius SE & Co. KGaA declare that since the issuance of the previous Declaration of Conformity in December 2023 the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice (Bundesministerium der Justiz) in the official section of the Federal Gazette (Bundesanzeiger) (hereafter the Code) in the version of April 28, 2022 have been met and that the Code will also be met in the future.

Only the following recommendation of the Code has not been and will not be met as explained in the following:

► Code recommendation C.5: protection against overboarding

Pursuant to Code recommendation C.5, a member of the management board of a listed company shall not be a member of more than two supervisory boards in listed non-group companies or hold comparable positions and shall not chair the supervisory board of a listed non-Group company.

Prof. Dr. med. Iris Löw-Friedrich is a member of the Supervisory Board of Fresenius SE & Co. KGaA and elected Chairwoman of the Supervisory Board of Evotec SE. She also served on the Executive Committee of UCB S.A. as Chief Medical Officer and Executive Vice President Development and Medical Practices until June 30, 2024. Even if this committee does not formally correspond to the management board of a stock corporation or SE, it is nevertheless comparable with such a board, so that a deviation from Code recommendation C.5 is declared in this respect on a precautionary basis.

Prof. Dr. med. Iris Löw-Friedrich always had sufficient time to fulfill her mandate as a member of the Supervisory Board of Fresenius SE & Co. KGaA to the extent required.

Mr. Michael Sen is Chairman of the Management Board of Fresenius Management SE, the general partner of Fresenius SE & Co. KGaA. He is also Chairman of the Supervisory Board of Fresenius Medical Care AG, which is no longer part of the Fresenius Group. Even though the Code recommendation C.5 refers to the appointment of the chairman of the supervisory board of the listed company outside the Group, a

deviation from Code recommendation C.5 is declared as a precaution.

Mr. Sen has plausibly demonstrated to the Company that he has sufficient time available to perform his duties as Chairman of the Management Board of Fresenius Management SE and that he can perform his mandate with due care. This is in line with the fact that Mr. Sen was previously already Chairman of the Supervisory Board of Fresenius Medical Care Management AG, the general partner of Fresenius Medical Care AG & Co. KGaA, and in this function he was also able to combine both offices without further ado. Due to this function, Mr. Sen is also very familiar with the Fresenius Medical Care Group and its circumstances.

Fresenius complies with all suggestions of the Code.

Bad Homburg v. d. H., December 2024

Management Board of the general partner of Fresenius SE & Co. KGaA, Fresenius Management SE, and the Supervisory Board of Fresenius SE & Co. KGaA

This and all previous declarations of conformity are available on our website at www.fresenius.com/corporate-governance.

FURTHER INFORMATION ON CORPORATE GOVERNANCE

We continuously review the corporate governance structures of the company and the Group in order to comply with regulatory requirements as a listed company and as a globally operating group. In this context, we continuously analyze all new legal requirements, including the new regulations and decrees in the USA, and implement the necessary adjustments on an ongoing basis.

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 -- regardless of their origin, faith, political views, age, gender, ethnicity, skin color, nationality, cultural background, sexual orientation, physical condition, social background, appearance, or other personal characteristics.

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 2024.

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, 2024, one woman was a member of the Management Board and the proportion of women was therefore 20%.

Nevertheless, the Management Board has made the following stipulations for the first two management levels below the Management Board in accordance with the statutory regulations:

For the proportion of women at the first management level of Fresenius SE & Co. KGaA, a target of 30.0% was set by resolution of the Management Board with effect from January 1, 2021, with a deadline of December 31, 2025. The first management level comprises all Senior Vice Presidents and Vice Presidents with an employment contract with Fresenius SE & Co. KGaA who report directly to a member of the Management Board. As at December 31, 2024, the proportion of women at this management level was 26.3%.

For the proportion of women at the second management level of Fresenius SE & Co. KGaA, a target of 30.0% was set by resolution of the Management Board with effect from January 1, 2021, with a deadline of December 31, 2025. The second management level comprises all Vice Presidents with an employment contract with Fresenius SE & Co. KGaA who report directly to a member of the first management level. As at December 31, 2024, the proportion of women at this management level was 27.6%.

In the view of the Management Board, the CSRD regulations must also be taken into account with regard to the governance structure and, at the same time, relevant regulations outside Europe have to be considered.

For the calculation of the gender distribution in top management, Fresenius defines employees in top management as those who perform the day-to-day tasks of managing the Company and belong to level 1 or 2 below the Management Board (Fresenius SE Management Board). This only includes persons who actually hold a management position, e.g. secretarial or assistant positions are not counted. Management activities include at least one of the following criteria: Management responsibility and/or budget responsibility. This Group-wide quota of women at the first and second management level was 28.2% as at December 31, 2024.

Further information on our HR management and development can be found in the Group Management Report on page 104 f. and the Sustainability Report on pages 214 ff.

Persons discharging managerial responsibilities and persons closely associated with them must report transactions in shares or debt instruments of Fresenius SE & Co. KGaA or related financial instruments in accordance with Article 19 of the EU Market Abuse Regulation (MAR).

The overview on our website at www.fresenius.com/ corporate-governance provides information on managers´ own-account transactions in 2024.

None of the members of the Management Board and Supervisory Board of the general partner or the members of the Supervisory Board of Fresenius SE & Co. KGaA directly or indirectly holds more than 1% of the shares issued by Fresenius or related financial instruments.

In total, the members of the Management Board and Supervisory Board of Fresenius Management SE and the Supervisory Board of Fresenius SE & Co. KGaA hold shares or related financial instruments or stock options from the stock option plans of Fresenius SE & Co. KGaA amounting to around 0.13% of the shares issued in Fresenius SE & Co. KGaA as at December 31, 2024. The Management Board of Fresenius Management SE holds around 0.12%, the Supervisory Board of Fresenius Management SE around 0.01%, and the Supervisory Board of Fresenius SE & Co. KGaA around 0.01%. As some persons are members of both Supervisory Boards, the sum of the reported individual values may be higher than the actual ownership of shares, related financial instruments, or share options of all members of the three boards.

There were no notifications indicating that the shareholdings of members of the Management Board or Supervisory Board had reached, exceeded, or fallen below the respective reporting thresholds stipulated in the German Securities Trading Act.

Through constant communication with the public, Fresenius fulfills all the transparency requirements contained in the Code. In this way, we want to justify and deepen the trust placed in us. The equal treatment of all addressees is particularly important to us. To ensure that all market participants receive the same level of information in terms of time and content, we make all important documentation available on our website www.fresenius.com. We report in detail on our investor relations activities on page 23 f. of the Annual Report.

As a corporation domiciled in a member state of the European Union, Fresenius must prepare and publish its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), applying Section 315e of the German Commercial Code (HGB).

In accordance with the Audit Regulation (EU) No. 537/ 2014, there is an obligation to regularly rotate the external auditor or Group auditor. Such an external rotation took place at Fresenius SE & Co. KGaA for the 2020 fiscal year. The auditor PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, was elected as auditor for the 2024 fiscal year by the 2024 Annual General Meeting. The responsible auditor, Prof. Dr. Bernd Roese, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, has been responsible for auditing the consolidated financial statements since 2020. Ms. Aissata Touré is designated as the auditor in charge from the financial year 2025.

COMPENSATION REPORT

The compensation report summarizes the main elements of the compensation system for the members of the Management Board of Fresenius Management SE as the general partner of Fresenius SE &Co. KGaA, and has been prepared jointly by the Management Board and the Supervisory Board of the Company. The contents of the compensation report comply with the regulatory requirements of the German Stock Corporation Act (AktG) (Section 162 AktG) as well as with the recommendations and suggestions of the German Corporate Governance Code (GCGC) in the version dated April 28, 2022. In addition to disclosing the amount and structure of the compensation, the compensation report sets out how the compensation components comply with the relevant compensation system and how the compensation promotes the long-term development of the Company. To ensure comprehensive transparency, the compensation report also contains additional disclosures and explanations that go considerably beyond the statutory requirements. Furthermore, the compensation report describes the main elements of Supervisory Board compensation and discloses their amount.

Fresenius SE &Co. KGaA has published the compensation report on its website (www.fresenius.com/corporategovernance). The compensation system of the Management Board and the compensation system of the Supervisory Board are also available on the Company's website (www.fresenius.com/corporate-governance).

Clear, comprehensible, and transparent reporting is of great importance to both the Management Board and the Supervisory Board of the Company. For this reason, Fresenius SE &Co. KGaA voluntarily commissioned PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft with a substantive audit of the disclosures in the compensation report, above and beyond the legally required formal review in accordance with Section 162 (3) AktG for the presence of the disclosures. The note regarding the audit is attached to the compensation report.

The compensation report 2023 was submitted to the Annual General Meeting of Fresenius SE &Co. KGaA for approval on May 17, 2024, in accordance with Section 120a (4) AktG, and approved with 93.06% of the votes cast. The again very good voting result encourages the belief of the Management Board and the Supervisory Board that comprehensible and transparent reporting is in place. During fiscal year 2024, the Company implemented additional improvements to meet the expectations of investors and the public as well as established market practice even more closely. For example, the Company presented its strategy, ambitions, and successes in terms of sustainability in a compact and clear manner in a Sustainability Highlights Report published for the first time. The additional reporting provided further transparency on CO2 emissions, which are also relevant from a compensation perspective.

The compensation of the Management Board is directly linked to its performance (pay for performance) and is considerably aligned with the Company's success through the high proportion of variable compensation. Furthermore, the Supervisory Board of Fresenius Management SE, as part of the Compensation System 2023+, has integrated sustainability targets, summarized under the abbreviation ESG -- Environmental, Social, Governance, into the long-term variable compensation of the Management Board, which reflect the sustainable orientation of the corporate strategy in addition to the ESG targets already provided for in the shortterm variable compensation.

Restructuring and changes in the Fresenius Group have resulted from the sale of the investment company Vamed (Vamed divestment). Only the high-end services business of Vamed will remain in the Fresenius Group and will continue as Fresenius Health Services from January 1, 2025. As a result of the Vamed divestment, the Supervisory Board has made adjustments to the actual values of the financial and non-financial performance targets for short-term variable compensation. In addition, the target values of the financial and non-financial performance targets of the shortterm variable compensation have also been adjusted for the exit from Fresenius Vamed, thus ensuring comparability between target and actual values. In the long-term variable compensation, adjustments have been made to the ROIC performance target in the corresponding tranches of the LTIP 2023. A detailed description can be found in chapter 3.3.2.2.

According to the German Stock Corporation Act, the Supervisory Board of Fresenius Management SE is responsible for determining the compensation of each Management Board member as well as for determining, reviewing, and implementing the compensation system. The Supervisory Board of Fresenius Management SE is assisted in this task by its Human Resources Committee, which is also responsible for the tasks of a Compensation Committee. In the past fiscal year, the Human Resources Committee of Fresenius Management SE was composed of Mr. Wolfgang Kirsch, Dr.Dieter Schenk, and Mr. Michael Diekmann. The Human Resources Committee makes recommendations to the Supervisory Board of Fresenius Management SE, which are discussed and -- where necessary -- decided on by the Supervisory Board.

With regard to the requirements of the German Stock Corporation Act and the GCGC, the Supervisory Board of Fresenius Management SE regularly reviews the appropriateness and customary practice of the compensation of the members of the Management Board. In the course of determining the amount of the total target compensation, care is taken to ensure that the respective compensation is in an appropriate relationship to the duties and performance of the Management Board member as well as to the performance of the Company, that it supports the long-term and sustainable development of Fresenius SE&Co. KGaA, and that it does not exceed the usual compensation without

special reasons. For this purpose, both external and internal comparative analyses are carried out. In addition, the total compensation contractually agreed with the individual members of the Management Board takes into account the interest of the Company in retaining the members of the Management Board at the Company or attracting new potential talents for the Management Board. The Supervisory Board also ensures that the compensation system is in line with the sustainable corporate strategy. In doing so, it takes into account the results of the materiality analysis in accordance with the Corporate Sustainability Reporting Directive (CSRD) when setting non-financial performance targets.

In order to assess the appropriateness and customary practice of the compensation system and the individual compensation of the Management Board members, the Supervisory Board of Fresenius Management SE regularly conducts a review of the respective amount and structure of the compensation by means of a horizontal analysis (external comparative analysis). In line with the Compensation System 2023+, the respective amount of the total target compensation and the underlying compensation components contractually agreed with the individual Management Board members are compared with the compensation data of other DAX companies.

When determining the compensation of the Management Board members, the Supervisory Board of Fresenius Management SE additionally conducts a vertical review (internal comparative analysis) with respect to the compensation levels of the Company's employees. For this purpose, the

ratios between the average compensation of the Management Board, the average compensation of the senior management of the Company, and that of the total workforce are determined. Senior management is defined as all employees who report to a Management Board member in a position of Vice President and above. When conducting the vertical review, the Supervisory Board of Fresenius Management SE also considers the development of the compensation levels over time. Most recently in fiscal year 2024, the Supervisory Board of Fresenius Management SE examined the appropriateness and customary practice of the compensation of the members of the Management Board. The support of an independent consultant was called in to review the customary practice. In fiscal year 2024, the total target compensation of two Management Board members was adjusted to a standard market level. Details can be found in chapter 3.7.

In general, the Supervisory Board of Fresenius Management SE has the right to temporarily deviate from the compensation system if this is necessary in the interest of the Company's long-term well-being. In the past fiscal year, the Supervisory Board of Fresenius Management SE did not make use of this right.

In addition, under the Compensation System 2023+, the Supervisory Board of Fresenius Management SE is not entitled to award special payments for outstanding performance to the Management Board members (also known as ''Ermessenstantieme'').

The Compensation System 2023+ for the members of the Management Board makes a significant contribution to promoting the business strategy and the long-term, sustainable development of Fresenius SE&Co. KGaA. It provides effective incentives for the achievement of the strategic goals as well as for the long-term value creation of the Company, taking into account the interests of patients, shareholders, employees, and other stakeholders. The Compensation System 2023+ is based on the following principles:

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The following illustration shows the compensation components and the further design elements of the Compensation System 2023+, which are described in more detail below:

COMPENSATION SYSTEM 2023 +

Maximum Compensation

Maximum Compensation for each member of the Management Board depending on their function

Further design elements Share ownership guidelines Malus and clawback Severance payment cap

1 Net income of the Group or the Group and business segments 2 Revenue of the Group or the Group and business segments 3 Environmental, Social, Governance 4 Total Shareholder Return

To promote the sustainable and long-term development of the Company, the variable compensation components in the Compensation System 2023+ are awarded predominately on a long-term basis. Accordingly, the grant value of the Long-Term Incentive always exceeds the target amount of the Short-Term Incentive for each fiscal year.

Under the Long-Term Incentive, performance is measured over a period of four years. The compensation under the Long-Term Incentive is available to Management Board members after a period of at least four years.

The general compensation structure of the target direct compensation (sum of base salary p.a., target Short-Term Incentive (STI) amount p.a., and grant value under the Long-Term Incentive (LTI) p.a.) for a full fiscal year consists of approximately 30% each of the base salary and the Short-Term Incentive as well as approximately 40% of the Long-Term Incentive.

GENERAL COMPENSATION STRUCTURE

Short-term variable compensation (STI) approx. 30% Long-term variable compensation (LTI) approx. 40%

Consequently, approximately 70% of the target direct compensation comprises performance-related variable compensation components. The approximately 40% share of the Long-Term Incentive (approximately 57% of the variable components) reflects the long-term orientation of the compensation structure.

Like the Compensation System 2021+, the Compensation System 2023+ provides for an overall annual maximum compensation amount (Maximum Compensation) for each

Management Board member. These Maximum Compensation amounts limit the payouts to a Management Board member from the compensation contractually agreed for a fiscal year, irrespective of the dates of the payouts. The Maximum Compensation comprises base salary (payment in the fiscal year), the Short-Term Incentive (payment in the following fiscal year), and the Long-Term Incentive (payment according to plan conditions in later fiscal years), as well as all other fringe benefits and compensation (payment in the fiscal year). The pension substitute and the pension commitment that is part of the fixed compensation components are

for variable components

also included in the calculation of the Maximum Compensation with the amount of the service cost incurred in the fiscal year. The Maximum Compensation amount for Management Board members can be below the sum of the potentially achievable payouts from the individual compensation components contractually agreed for a fiscal year. If the calculated payout for a Management Board member is higher than the respective Maximum Compensation, the amounts accruing under the Long-Term Incentive are reduced accordingly until the Maximum Compensation is no longer exceeded.

The Maximum Compensation in the Compensation System 2023+ equals €10 million for the Chairman of the Management Board and €6.5 million for all other Management Board members. Compliance with the Maximum Compensation is reviewed annually. Compliance with the Maximum Compensation can be finally determined in October 2025 for the first time once all contractually agreed compensation components of the Compensation System 2021+ for a fiscal year have been paid out. Thus, the Supervisory Board of Fresenius Management SE will -- for the first time in 2025-- ultimately review the final payout amount against the background of the Maximum Compensation 2021 after the end of the measurement period and the determination of the final values of the long-term variable compensation granted for fiscal year 2021 after the vesting requirements have been met, and confirm compliance with the Maximum Compensation.

The base salary, which is usually agreed upon for a full year, is paid in accordance with the local payroll customs applicable to the respective member of the Management Board. For members of the Management Board in Germany, the base salary is usually paid in twelve monthly installments.

Fringe benefits are awarded based on the individual service agreements and can fundamentally include: the private use of company cars, special payments such as housing, rent, and relocation payments, costs for the operation of security alarm systems, and contributions to pension insurance as well as to accident, health, and nursing care insurance, other insurance policies, and tax equalization compensation due to different tax rates in Germany and, as the case may be, the

country in which the Management Board member is personally taxable. Fringe benefits can be of one-time or recurring nature.

In order to attract qualified candidates for the Management Board, the Supervisory Board of Fresenius Management SE may complement the compensation of first-time Management Board members in an appropriate and marketcompliant manner with an entry bonus (sign-on bonus), e.g. to compensate for forfeited compensation from previous employment or service agreements. The Supervisory Board of Fresenius Management SE may also award reimbursements for fees, charges, and other costs in connection with or related to a change in the regular place of work of Management Board members.

Fresenius SE&Co. KGaA furthermore undertook to indemnify the Management Board members, to the legally permitted extent, against any claims that may be asserted against them in the course of their service for the Company and its affiliated Group companies to the extent that such claims exceed their liability under German law. To cover

such obligations, the Company took out Directors' &Officers' liability insurance, the deductible complying with the requirements of the Stock Corporation Act. The indemnification covers the period during which the respective member of the Management Board holds office as well as any claims in this regard after termination of the service on the Management Board.

Management Board members appointed to the Management Board for the first time after the 2023 Annual General Meeting will receive a pension substitute in cash amounting to 40% of their respective base salary.

Management Board members who were first appointed to the Management Board between January 1, 2020 and the 2023 Annual General Meeting were promised a pension commitment within the framework of a defined contribution plan.

The pension commitments are described in detail in chapter 3.6.2.

Under the Compensation System 2023+, the Management Board members are entitled to receive a Short-Term Incentive, which may result in a cash payment. The Short-Term Incentive for the Management Board members reflects the success of the Company in the relevant fiscal year. The

Short-Term Incentive is linked to the achievement of financial and non-financial performance targets, balancing growth, profitability, and sustainability aspects.

The respective target amount for the Short-Term Incentive (i.e. the amount paid out if the target is reached to 100%) is individually agreed upon as a percentage of the respective base salary of a Management Board member. In case of appointments to the Management Board during a fiscal year, the respective target amount will be prorated.

SHORT-TERM VARIABLE COMPENSATION

Management Board members with Group responsibility:

Chief Executive Officer, Chief Financial Officer and Management Board member responsible for Legal, Compliance, Risk Management, ESG, Human Resources (Labor Director), Corporate Audit, and business segment Fresenius Vamed

Management Board members with business segment responsibility:

Management Board members with responsibility for the business segments Fresenius Helios and Fresenius Kabi

figures are measured equally at Group and on business segment level.

2 The degree of fulfillment within each business segment is weighted equally;

overall target achievement is identical for all Management Board members.

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e w
rep
au
me
s
' st
tha
fle
Fre
ius
t re
ct
rat
sen
egy

The Short-Term Incentive is measured based on the achievement of three performance targets: 65% relates to Group or business segment net income (before special items), 20% to Group or business segment revenue, and 15% to the achievement of sustainability criteria (ESG targets).

The financial performance targets reflect the key performance indicators of the Company and support the Company's strategy of achieving sustainable and profitable growth. The non-financial performance targets underline the Company's commitment to implementing its global sustainability strategy. Sustainable actions are an integral part of the corporate strategy and ensure the future viability from a social and economic perspective. When setting the non-financial performance targets, the Supervisory Board incorporates the results of the materiality analysis.

The financial figures underlying the financial performance targets can be adjusted for certain effects from special items, in particular effects from significant acquisitions, divestments, restructuring measures, and changes in accounting principles. In addition, the Supervisory Board of Fresenius Management SE can also adjust for one-time material special items for which the Management Board is not responsible, which have not been budgeted for, and which are therefore not included in the calculation of the target values. In this way, the Supervisory Board ensures both comparability and that the calculation of variable compensation is based on actual Management Board performance rather than on external effects.

In fiscal year 2024, the Supervisory Board adjusted the target and actual values for the financial and non-financial performance targets for the exit from Fresenius Vamed.

Corporate Governance Declaration | Further information on Corporate Governance ► Compensation Report | Boards

Specifically, the Supervisory Board of Fresenius Management SE adjusted the consolidated net income excluding investments accounted for using the equity method for the following special items, particularly for the exit from Fresenius Vamed, in fiscal year 2024:

€ i
illio
n m
ns		 ius
Fre
sen
Gro
up		 ius
Fre
sen
Kab
i		 ius
Fre
sen
Hel
ios
Ne
t in
ed
ort
com
e,
rep
(in
din
ial
ite
)
clu
g s
pec
ms		 43
3		 735 762
Ad
jus
tm
ent
s:
Div
itu
Eu
in a
nd
clin
ic P
est
res
g
eru		 -1 -1
Va
d:
dis
tin
ued
tio
me
con
op
era
ns		 43
0
Va
d: t
sfo
ati
/ex
it
me
ran
rm
on		 39
8
iate
ith
niu
ffic
ien
Ex
d w
the
Fr
d e
ost
pen
ses
as
soc
ese
s c
an
cy
pro
gra
m		 115 93 15
Leg
rtfo
lio
adj
ust
nts
acy
po
me		 55 -4
IT t
sfo
ati
ran
rm
on		 28 25
Leg
al f
rsio
s (
Fre
ius
M
ed
ica
l C
)
ost
orm
co
nve
n c
sen
are		 3 -- --
Cu
rsio
n (
bud
)
at
t ra
tes
rre
ncy
co
nve
ge		 -7 -5 -2
Ne
t in
dju
d
ste
com
e, a		 1,
454		 848 770

Revenue was adjusted by the Supervisory Board of Fresenius Management SE for currency effects and, in particular, the exit from Fresenius Vamed in fiscal year 2024:

€ i
illio
n m
ns		 Fre
ius
sen
Gro
up		 Fre
ius
sen
Kab
i		 Fre
ius
sen
Hel
ios
Re
ed
ort
ve
nu
e,
rep
(in
din
ial
ite
clu
)
g s
pec
ms		 21,
833		 8,
414		 12,
769
Ad
jus
tm
ent
s:
Div
itu
Eu
in a
nd
clin
ic P
est
res
g
eru		 -30 -30
xit
Va
d e
me		 -27
7
Cu
rsio
rre
ncy
co
nve
n
(at
bud
)
t ra
tes
ge		 -31 4 -35
Re
dju
d
ste
ve
nu
e, a		 21,
495		 8,
41
8		 12,
704

Due to the exit from Fresenius Vamed, the ESG targets were also adjusted accordingly. Fresenius Vamed was not taken into account when determining the achievement of the two performance targets Employee Engagement Index and Medical Quality.

In order to further enhance cooperation across the business segments and at the same time incentivize the Management Board members with respect to their individual responsibilities, some performance targets are measured at Group level, others at business segment level. For Management Board members who are responsible for a business segment (Mr. Pierluigi Antonelli and Mr. Robert Möller), half of the net income and half of revenue are based on the corresponding key financial figures of the Group and the respective business segment. For Management Board members with Group responsibilities (Mr. Michael Sen, Dr.Michael Moser, and Ms. Sara Hennicken), net income and revenue refer to the corresponding key financial figures of the Group. By measuring the financial performance targets at Group as well as on a business segment level, the financial success of both the individual business segments and the Group is reflected.

The achievement of sustainability targets is measured at Group level to ensure close cooperation across the Company's business segments in the field of sustainability. The

non-financial performance targets relate to ESG focus topics such as quality, employees, innovation, compliance, and environment. Each year, one or more ESG targets are defined, which in turn are applied to one or more of the focus topics. The overall ESG target achievement is identical for all Management Board members.

Financial performance targets

At the beginning of fiscal year 2024, the Supervisory Board of Fresenius Management SE set concrete target values for the financial performance targets, taking into account the market and competitive environment, the budget, and the strategic growth targets.

After the end of the past fiscal year, the Supervisory Board of Fresenius Management SE determined whether and to what extent the financial performance targets had been achieved.

These were based on the following target achievement curve:

TARGET ACHIEVEMENT CURVE FOR FINANCIAL TARGETS

The target achievement is deemed to be 0% if the lower threshold is not reached. If the cap is exceeded, the target is deemed to have been reached by 150% (cap). If the achieved financial indicators are between the respective values for target achievement of 0% and 100% or 100% and 150%, the target achievement is determined by linear interpolation.

For the financial performance targets, the Supervisory Board of Fresenius Management SE set the following lower and upper thresholds as well as target values at Group and business segment level for fiscal year 2024. At the end of fiscal year 2024, the targets were achieved as follows:

STI 2024 TARGET ACHIEVEMENT

FINANCIAL PERFORMANCE TARGETS

Low
hre
sho
ld
er t
€ in
mi
llion
s		 Tar
valu
get
e
€ in
mi
llion
s		 Upp
hre
sho
ld
er t
€ in
mi
llion
s		 Act
ual
valu
e
€ in
mi
llion
s		 Tar
ach
ieve
get
nt
me
in %
t in
eci
ite
Ne
e (
bef
al
)
com
ore
sp
ms
ius
Gr
Fre
sen
ou
p		 1,
044		 1,
305		 56
6
1,		 1,
454		 128
.38
%
Fre
ius
Ka
bi
sen		 630 788 946 848 118
.90
%
ius
lios
Fre
He
sen		 620 775 930 770 96
.61
%
Re
ve
nu
e
Fre
ius
Gr
sen
ou
p		 18,
990		 21,
100		 23,
210		 21,
49
5		 109
.35
%
Fre
ius
Ka
bi
sen		 46
9
7,		 8,
299		 9,
129		 8,
8
41		 107
.13
%
Fre
ius
He
lios
sen		 11,
230		 12,
47
8		 13,
726		 12,
704		 109
.07
%

Non-financial performance targets

For fiscal year 2024, the Supervisory Board of Fresenius Management SE set two equally weighted ESG targets out of the five ESG focus topics quality, employees, innovation, compliance, and environment. In fiscal year 2024, the focus was placed on the areas of employees and quality. The ESG targets are relevant, derived from strategy, and integrated into corporate management.

For the area of employees, the ESG target of employee survey was selected. The Employee Engagement Index on Group level is used as the indicator for this. The ESG target medical quality, which is made up of two equally weighted targets that are defined at business segment level, was selected for the area of quality.

The overall ESG target achievement is limited to 150% and is identical for all members of the Management Board.

Non-financial performance targets for fiscal year 2024

Based on the corporate sustainability strategy and in line with the materiality analysis, the Supervisory Board of Fresenius Management SE specified the following two equally weighted ESG targets for fiscal year 2024:

ESG TARGETS

Em
loy
p
ee
sur
vey		 of
isfa
ctio
f th
ius
SE
&C
KG
Me
loy
n b
e F
aA
Em
loy
En
In
dex
►
ent
sat
ent
asu
rem
em
p
ee
y m
ean
s o
res
en
o.
p
ee
gag
em
Th
e E
loy
En
In
dex
de
ibe
s h
siti
vel
loy
id
ify
wit
h t
hei
loy
ho
mit
ted
ent
ent
►
mp
ee
gag
em
scr
ow
po
y e
mp
ees
r e
mp
er,
w c
om
the
fee
l, a
nd
how
de
dic
d t
hey
th
eir
rk.
ate
e to
ar
wo
y
dic
lity
Me
al q
ua		 SG
t is
of
ig
def
ine
usi
Th
e E
ade
ally
hte
d t
th
d a
t b
lev
el.
►
ta
tw
ets
at a
nt
rge
m
up
o e
qu
we
arg
re
nes
s s
eg
me
Au
dit
&I
ion
Sc
d I
tie
Qu
alit
Ind
ica
sed
ect
nt
tor
ta
ts.
►
nsp
ore
an
npa
ar
e u
as
rge
y

The methodology and further information on the ESG targets used can be found in the Fresenius SE&Co. KGaA Sustainability Report 2024. The following target values were set for fiscal year 2024, and the overall target achievement for the non-financial performance targets was as follows:

STI 2024 TARGET ACHIEVEMENT

NON-FINANCIAL PERFORMANCE TARGETS

Tar
get
valu
e		 Act
ual
valu
e		 ieve
Tar
ach
get
nt
me
in %
Fo
ic E
loy
1.
to
cus
p
mp
ees
Em
loy
En
In
dex
(E
EI)
ent
p
ee
gag
em
ius
SE
&C
KG
Fre
aA
sen
o.		 4.3
3		 4.0
2		 76
.52
%
Ov
ll t
ach
iev
fo
ic E
loy
et
ent
to
era
arg
em
cus
p
mp
ees		 4.3
3		 4.0
2		 76
.52
%
2.
Fo
ic Q
ual
ity
to
cus
p
dic
alit
Me
al
Qu
y
Fre
ius
Ka
bi
(Au
dit
&I
ion
Sc
)
ect
sen
nsp
ore		 2.3 1.7 116
.67
%
Fre
ius
He
lios
(In
tie
Qu
alit
Ind
ica
)
nt
tor
sen
pa
y		 DE
:88
0/
ES
:55
0
,
,		 DE
:90
7/
ES
:76
7
,
,		 141
.88
%
Ov
iev
fo
ic M
ica
l Q
ity
ll t
ach
ed
ual
et
ent
to
era
arg
em
cus
p		 129
.27
%
ig
iev
eig
hti
We
hte
d o
ral
l ta
ch
(5
0%
h)
t a
ent
ve
rge
em
w
ng
eac		 102
.90
%

Overall target achievement for fiscal year 2024 The degree of the overall target achievement is determined by the weighted arithmetic mean of the respective achievement of each financial and non-financial target. Multiplying the degree of respective overall target achievement by the target amounts of the Short-Term Incentive results in the final Short-Term Incentive amount.

When determining the degree of target achievement, the Supervisory Board of Fresenius Management SE may -- in accordance with the corresponding recommendation of the GCGC in the version dated April 28, 2022 -- take into account that certain extraordinary economic, tax, or comparable effects are not related to the performance of the respective member of the Management Board.

In principle, the final amount of the short-term variable compensation is paid out in cash to the respective member of the Management Board following approval by the Supervisory Board, whereby the amount paid out is limited to 150% of the respective target amount.

The following target amounts were set for the financial and non-financial performance targets for the Management Board members in office as at December 31, 2024 for fiscal year 2024, as well as the following target achievements and resulting payout amounts were determined:

STI 2024

OVERALL TARGET ACHIEVEMENT

Ta
t a
unt
rge
mo		 Ne
t in
com
e
(be
for
ial
item
s)
e s
pec		 Rev
en
ue		 ES
G t
ets
arg		 Pay
t a
t
ou
mo
un
€ in
tho
nds
usa		 We
ight
ing
in %		 Tar
ach
ieve
get
t
men
in %		 We
ight
ing
in %		 Tar
ach
ieve
get
t
men
in %		 We
ight
ing
in %		 Tar
ach
ieve
get
t
men
in %		 in % € in
tho
nds
usa
Mi
cha
el S
en		 1,
680		 128
.38
%		 109
.35
%		 102
.90
%		 120
.75
%		 2,
029
Sa
He
ick
ra
nn
en		 788 65
%
Gro
up		 128
.38
%		 20
%
Gro
up		 109
.35
%		 102
.90
%		 120
%
.75		 95
1
Dr.
Mi
cha
el M
ose
r		 705 128
.38
%		 109
.35
%		 102
.90
%		 120
.75
%		 85
1
Pie
rlu
ig
i A
nel
li
nto		 893 Gr
32
.5%
ou
p		 128
.38
%		 Gro
10
%
up		 109
.35
%		 15
%		 102
.90
%		 %
117
.45		 048
1,
32
.5%
Ka
bi		 118
.90
%		 10
%
Ka
bi		 107
.13
%
ölle
Ro
ber
t M
r		 788 Gr
32
.5%
ou
p		 128
.38
%		 Gro
10
%
up		 109
.35
%		 102
.90
%		 110
.40
%		 869
32
.5%
He
lios		 96
.61
%		 10
%
He
lios		 109
.07
%

Overview

Under the Compensation System 2023+, the Management Board members are entitled to receive long-term variable compensation in the form of stock awards with a measurement period of four years (LTIP 2023). Stock awards are virtual cash-settled payment instruments not backed by equity. A payout depends on the achievement of three performance targets, on the development of the share price of the Company, and on the amount of dividends paid during the performance period.

Grant values

The grant value of the Long-Term Incentive for each Management Board member is defined by the Supervisory Board of Fresenius Management SE. It corresponds to a percentage of the base salary, as stipulated in the individual service agreement.

In order to determine the number of stock awards to be allocated to the respective Management Board member, the respective grant value is divided by the value per stock

award in accordance with IFRS 2 and considering the average share price of the Company over a period of 30 stock exchange trading days prior to the start of the respective performance period. The final number of stock awards depends on the achievement of predefined targets, which are set by the Supervisory Board of Fresenius Management SE prior to the beginning of the respective performance period.

For fiscal year 2024, the allocations under the LTIP 2023 are as follows:

LTIP 2023– GRANT 2024

Gra
alue
nt v
€ in
tho
nds
usa		 Sha
rice
re p
(ave
e 30
din
g d
tra
rag
ays
befo
of
the
tart
re s
form
riod
)
per
anc
e pe
in €		 Gra
nted
mbe
r of
nu
stoc
k aw
ard
s		 Max
imu
ible
mbe
r of
m p
oss
nu
k aw
ard
stoc
s
ieve
(25
0%
tar
get
ach
t)
men		 Max
imu
ible
t
m p
oss
pa
you
(25
0%
alue
)
unt
nt v
amo
gra
€ in
tho
nds
usa
Mi
cha
el S
en		 2,
903		 28
.25		 102
770
,		 256
925
,		 258
7,
Pie
rlu
ig
i A
nel
li
nto		 1,
33
9		 28
.25		 47
39
0
,		 118
47
5
,		 3,
34
7
Sa
ick
He
ra
nn
en		 1,
050		 28
.25		 169
37,		 92,
923		 625
2,
Ro
ber
t M
ölle
r		 1,
050		 28
.25		 37,
169		 92,
923		 2,
625
Mi
Dr.
cha
el M
ose
r		 940 28
.25		 33,
275		 83,
188		 2,
35
0

Performance targets

The Long-Term Incentive is measured on the basis of the achievement of three differently weighted performance targets: relative TSR, ROIC, and ESG targets. These performance targets have been chosen as they reflect the Company's strategic priorities of increasing profitability,

long-term sustainable growth, and the development of the Company's value. At the same time, they include a relative comparison with competitors and thus ensure that the interests of shareholders are adequately taken into account.

The performance targets under the Long-Term Incentive are among the most important key figures of the Company

and support the implementation of the Company's long-term strategy. In order to ensure that all decision makers pursue uniform goals, the Long-Term Incentive for the Management Board and senior management is determined according to uniform targets and a uniform system.

Ta
t
rge		 We
ig
ht		 Ba
ckg
nd
d l
ink
to
st
rat
rou
an
egy
Re
lat
ive
TS
R		 50
%		 Re
lati
TS
R a
rfo
ts i
ntiv
for
he
ies
e ta
t se
to
out
m t
ve
s a
pe
rm
anc
rge
nce
es
per
pee
r c
om
pan
and
bov
ll, t
ake
s in
he
lon
m d
lop
of
Co
lue
d t
he
to
nt t
ter
nt
, a
e a
acc
ou
g-
eve
me
mp
any
va
an
uir
f o
sha
reh
old
ent
req
em
s o
ur
ers
RO
IC		 25
%		 RO
IC
is a
n i
l st
ic p
erf
nd
des
cri
bes
th
inv
ed
nte
rat
e ta
t a
etu
est
rna
eg
orm
anc
rge
e r
rn
on
s' l
ital
. It
th
for
Fr
niu
m f
ina
nci
al c
city
d v
alu
tio
ter
cap
ere
e e
xp
res
ses
ese
on
g-
apa
an
e c
rea
n.
ES
G		 25
%		 Su
ina
bil
ity
is a
uci
int
f th
e C
's c
al a
nd
ral
M
sta
t o
te
str
ate
cr
eg
par
om
pan
y
orp
ora
gy.
ore

by
tak
ing
ES
G i
Fre
ius
fle
th
ific
ire
lac
ed
nto
nt,
cts
nts
ove
r,
ac
cou
sen
re
e s
pec
re
qu
me
p
it b
inv
d s
oci
est
ety
on
ors
an
y

The underlying financial figures of the ROIC performance target are adjusted for effects defined in advance, such as the effects of certain acquisitions and divestments and changes in IFRS accounting standards, to ensure comparability of these financial figures with respect to the operational performance. As part of the ESG targets, the reduction of CO2 emissions is set as an ESG target for the grant 2024-- in line with the externally communicated target of becoming climate-neutral by 2040. For future grants, the Supervisory Board of Fresenius Management SE may set another ESG

target or several other ESG targets (e.g. from the areas of employees and customers) instead of or in addition to the ESG target CO2 reduction if it is convinced that this or these are better or equally suitable as a performance indicator to promote the long-term and sustainable development of the

Company. When selecting and setting the non-financial performance targets in the LTIP, the Supervisory Board considers the results of the materiality analysis. The ESG target or ESG targets must be relevant to the Company, strategy-derived, ambitious, comprehensibly measurable, and integrated into corporate strategy.

The exit from Fresenius Vamed in fiscal year 2024 had an impact on the ROIC performance target on which the LTIP is based. In order to take the effects of the divestment into account, the actual ROIC must be adjusted and a corresponding adjustment of the plan ROIC values from the medium-term planning is required. This ensures comparability between planned and actual values. The corresponding values are disclosed in the compensation reports, which publish the target achievement of the respective grants of the LTIP 2023. No adjustments have been made for the other performance targets of the LTIP.

Performance target setting and determination of target achievement

Prior to the beginning of the respective performance period of an allocation, the Supervisory Board of Fresenius Management SE defines target values for each performance target that lead to a target achievement of 0% (lower threshold), 100% (target value), and 250% (cap). Target achievement in intermediate value ranges is determined by linear interpolation, unless the Supervisory Board has determined otherwise. In setting the target values, the Supervisory Board of Fresenius Management SE considers the medium-term planning, strategic growth targets, and the market, as well as the competitive environment.

For the relative TSR performance target, 100% target achievement is given if the TSR of the Fresenius share corresponds exactly to the TSR of the STOXX® Europe 600 Health Care index in the respective fiscal year of the performance period. If the TSR of the Fresenius share falls below the TSR of the STOXX® Europe 600 Health Care index by 50 percentage points or more in the respective fiscal year of the performance period, the target achievement is 0%. If the TSR of the Fresenius share exceeds the TSR of the STOXX® Europe 600 Health Care index by 50 percentage points or more in the respective fiscal year of the performance period, the target achievement is 250%.

Exceeding the TSR by more than 50 percentage points does not lead to a further increase in target achievement.

For the ROIC performance target, 100% target achievement is given if the actual ROIC corresponds to the plan ROIC for the respective fiscal year of the performance

period. If the actual ROIC falls below the plan ROIC for the respective fiscal year of the performance period by 2 percentage points, the target achievement is 50%. If ROIC falls below the target by more than 2 percentage points, the target achievement is 0%. If the actual ROIC exceeds the plan ROIC of the respective fiscal year of the performance period by 2 percentage points or more, the target achievement is 250%. Exceeding the ROIC target by more than 2 percentage points does not lead to a further increase in target achievement.

In the event that the actual ROIC for the respective fiscal year of the performance period falls below the weighted average cost of capital (WACC), the target achievement for the ROIC performance target is always 0% for the relevant fiscal year, in deviation from the calculations described above.

The target achievement curves for the two financial performance targets are as follows:

For the CO2 reduction performance target set as an ESG target for the grant 2024, 100% target achievement is given if the actual reduction in CO2 emissions in t CO2 equivalents achieved in the respective fiscal year of the performance period compared to the respective previous year (actual CO2 reduction) corresponds to a reduction in CO2 emissions in the amount of the percentage of CO2 emissions set by the Supervisory Board in the relevant base year determined by the Supervisory Board (planned CO2 reduction). The base year for the grant 2024 is 2020. In addition to the planned CO2 reduction, the Supervisory Board sets values that lead to a target achievement of 50% and 250%. If the actual CO2 reduction is less than the value of the CO2 emissions of the base year set for the target achievement of 50%, the target achievement is 0%.

An actual CO2 reduction of more than the value of the CO2 emissions of the base year defined for the target achievement of 250% does not lead to a further increase in target achievement. If, according to this system, a target achievement of 0% was determined in a performance period for at least one fiscal year of the performance period with regard to the CO2 reduction ESG target, the target achievement for this ESG target can alternatively be determined uniformly for all fiscal years of the performance period on the basis of the average annual actual CO2 reduction compared to the average annual planned CO2 reduction for the entire performance period. In such a case, the target achievement for the fiscal years of this performance period corresponds uniformly to 25% of the total target achievement calculated in this way.

The target achievement curve for the CO2 reduction ESG target set for the grant 2024 is as follows:

TARGET ACHIEVEMENT CURVE FOR THE NON-FINANCIAL TARGETS REDUCTION IN CO2 EMISSIONS

At the end of the respective performance period, the Supervisory Board of Fresenius Management SE determines the overall target achievement for the granted Long-Term Incentive. For this purpose, the extent to which the three performance targets have been achieved is determined and included with their respective weighting in the determination of the overall target achievement.

The final number of stock awards is determined for each Management Board member on the basis of the overall target achievement and can increase or decrease over the performance period compared to the number at the time of the grant. A total loss or (at the most) 2.5 times the granted stock awards if 250% target achievement is reached (cap) are possible.

After the final determination of the overall target achievement, the final number of stock awards is multiplied by the average price of the Company's shares over the last 30 stock exchange trading days prior to the end of the respective performance period. This amount plus the sum of the dividends per share paid during the performance period by Fresenius SE&Co. KGaA corresponds to the payout amount. The payout is limited to 250% of the respective grant value. Payment is also conditional on the absence of a compliance violation and, basically, the continuation of the service or employment relationship.

In determining the overall target achievement, the Supervisory Board of Fresenius Management SE may -- following the corresponding recommendation of the GCGC in the version dated April 28, 2022-- determine that certain extraordinary economic, tax, or other effects are to be disregarded in full or in part in accordance with the plan conditions. In this case, the Supervisory Board of Fresenius Management SE can correct the calculated overall target achievement accordingly, i.e. increase or decrease it. This also applies in the event that capital measures (e.g. capital increase, spin-off, or stock split) are conducted.

Until the end of fiscal year 2022, performance shares with a measurement period of four years were allocated as a component with a long-term incentive effect as part of the LTIP 2018 of Fresenius SE&Co. KGaA. Performance shares are virtual cash-settled payment instruments not backed by equity. A payout depends on the achievement of the two equally weighted performance targets adjusted Group net income growth and relative TSR and on the development of the share price of the Company.

The performance target of adjusted net income growth is deemed to have been achieved to 100% if this is at least 8% p.a. on average over the four-year measurement period. If the growth rate is 5% p.a. or less, the target achievement is 0%. If the growth rate is between 5% p.a. and 8% p.a., the degree of target achievement is between 0% and 100%, and if the growth rate is between 8% p.a. and 20% p.a., the degree of target achievement is between 100% and 200%. Intermediate values are calculated by linear interpolation.

The adjusted net income growth is calculated at constant exchange rates. The underlying financial figures of the financial performance targets are adjusted for effects defined in advance, such as the effects of certain acquisitions and divestments and changes in IFRS accounting standards, to ensure comparability of these financial figures with respect to the operational performance.

For the relative TSR target, 100% target achievement is reached if the total shareholder return of Fresenius SE&Co. KGaA compared to the total shareholder return of the other

companies in the STOXX® Europe 600 Health Care Index is at the median of the peer companies over the four-year measurement period, i.e. exactly in the middle (50th percentile) of the ranking. If the rank is equal to or below the 25th percentile, the degree of target achievement is 0%. If the rank is between the 25th and the 50th percentile, the degree of target achievement is between 0% and 100%, and if the rank is between the 50th and the 75th percentile, the degree of target achievement is between 100% and 200%. Intermediate values are also calculated by linear interpolation here.

The final number of performance shares is determined for each Management Board member on the basis of the overall target achievement and can increase or decrease over the measurement period compared to the number at the time of the grant. A total loss as well as (at the most) doubling of the granted performance shares if 200% target achievement is reached (cap) is possible. After the final determination of the overall target achievement, the final number of performance shares is multiplied by the average price of the Company's shares over the last 60 stock exchange trading days prior to the end of the respective measurement period (four years after the date of the respective grant) plus the sum of the dividends per share paid in the meantime by Fresenius SE&Co. KGaA, in order to calculate the corresponding amount for the payment from the final performance shares. The payout is limited to 250% of the respective grant value.

Payment is also conditional on the absence of a compliance violation and the continuation of the service or employment relationship.

Overall target achievement of the LTIP 2018 for fiscal years 2020 to 2023 (grant 2020) The measurement period of the grant 2020 ended in fiscal year 2023. The average growth of adjusted Group net income for fiscal year 2023 and the previous three years was -11.8%. Therefore, a target achievement of 0% was derived. For the relative TSR, the percentile rank at the end of the four-year measurement period was 15. Hence, the target achievement was 0% for the relative TSR, too. As a result, no payment was made from the grant 2020 in fiscal year 2024.

Overall target achievement of the LTIP 2018 for fiscal years 2021 to 2024 (grant 2021) The measurement period of the grant 2021 ended in fiscal year 2024. The average growth of adjusted Group net income for fiscal year 2024 and the previous three years was 0.1%. Therefore, a target achievement of 0% was derived. For the relative TSR, the percentile rank at the end of the four-year measurement period was 52. Hence, the target achievement was 107.69% for the relative TSR. The Supervisory Board of Fresenius Management SE will ultimately determine the final values of the long-term variable compensation granted for fiscal year 2021 in October 2025 after the end of the vesting period and after the vesting requirements have been met.

The following tables show the target and actual value as well as the target achievement for the grants 2020 and 2021 for the two performance targets of growth rate of adjusted Group net income and relative TSR based on the STOXX® Europe 600 Health Care index:

LTIP 2018– GRANT 2020

TARGET ACHIEVEMENT

Low
hre
sho
ld
er t		 Tar
valu
get
e		 Upp
hre
sho
ld
er t		 Act
ual
valu
e		 Tar
ach
ieve
get
nt
me
(in
%)
Av
h o
f a
dju
d G
inc
e (
in
%)
wt
ste
et
era
ge
gro
rou
p n
om		 5% 8% 20
%		 -11
.8%		 0%
lati
Re
al s
har
eho
lde
tot
tur
ve
r re
n
(pe
nti
le r
kin
)
rce
an
g		 25 50 75 15. 0%

LTIP 2018– GRANT 2021

TARGET ACHIEVEMENT

Low
hre
sho
ld
er t		 Tar
valu
get
e		 Upp
hre
sho
ld
er t		 Act
ual
valu
e		 Tar
ach
ieve
get
nt
me
(in
%)
Av
h o
f a
dju
d G
inc
e (
in
%)
wt
ste
et
era
ge
gro
rou
p n
om		 5% 8% 20
%		 0.1
%		 0%
lati
Re
al s
har
eho
lde
tot
tur
ve
r re
n
(pe
nti
le r
kin
)
rce
an
g		 25 50 75 52 107
.69
%

Until the end of fiscal year 2017, benefits under the LTIP 2013 of Fresenius SE&Co. KGaA were allocated as a component with long-term incentive effect. The benefits consisted on the one hand of share-based compensation with cash settlement (phantom stocks) and on the other hand of stock options on the basis of the Stock Option Plan 2013 of Fresenius SE&Co. KGaA. Based on the LTIP 2013, both members of the Management Board and other executives were allocated stock options and phantom stocks. In fiscal year 2024, existing stock options under the LTIP 2013 could still be exercised. Stock options may still be exercised in the future.

Exercise of the stock options allocated under LTIP 2013 of Fresenius SE&Co. KGaA is subject to several conditions, such as expiry of a four-year waiting period, observance of blackout periods, achievement of the specified performance target, and continuance of the service or employment relationship. The vested stock options can be exercised within a period of four years.

The respective performance target has been reached if the adjusted consolidated net income of the Company (net income attributable to the shareholders of the Company) has increased by a minimum of 8% per year in comparison to the previous year within the waiting period, after adjustment for foreign currency effects. The performance target has also been achieved if the average annual growth rate of the adjusted consolidated net income of the Company during the four-year waiting period is at least 8%, adjusted for

foreign currency effects. If, with respect to one or more of the four reference periods within the waiting period, neither has the adjusted consolidated net income of the Company increased by a minimum of 8% per year in comparison to the previous year, after adjustment for foreign currency effects, nor is the average annual growth rate of the adjusted consolidated net income of the Company during the four-year waiting period at least 8%, adjusted for foreign currency effects, the respective granted stock options are forfeited on a pro rata basis according to the proportion of the performance target that has not been achieved within the waiting period, i.e. by one fourth, by two fourths, by three fourths, or completely. If a member of the Management Board leaves the Company, the stock options are forfeited as a matter of principle.

The following table gives an overview of the outstanding grants under the LTIP 2018 in fiscal year 2024:

Gra
nt d
ate		 Ves
ting
dat
e		 Gra
nt d
fair
val
ate
ue
€ in
tho
nds
usa		 Gra
nted
mbe
r of
nu
form
e sh
per
anc
are
s		 Ove
rall
targ
et
ach
ieve
t
men
(if f
inal
)		 Num
ber
of
form
e sh
per
anc
are
s
f De
ber
31,
202
4
as o
cem
Mi
el S
cha
en
Gra
202
1 (
LT
IP
20
18)
nt		 Se
t. 1
3,
202
1
p		 Se
t. 1
3,
202
5
p		 1,
058		 23,
633		 n.a 17,
724
Gra
202
2 (
LT
IP
20
18)
nt		 Se
t. 1
2,
202
2
p		 Se
6
t. 1
2,
202
p		 1,
794		 68,
203		 n.a 51,
152
To
tal		 91,
836		 68,
876
ick
Sa
He
ra
nn
en
Gra
202
2 (
LT
IP
20
18)
nt		 Se
t. 1
2,
202
2
p		 Se
6
t. 1
2,
202
p		 267 10,
139		 n.a 605
7,
To
tal		 10,
139		 7,
605

The following table gives an overview of the outstanding grants under the LTIP 2023 in fiscal year 2024:

Gra
nt d
ate		 Ves
ting
dat
e		 Gra
fair
nt d
ate
val
ue
€ in
tho
nds
usa		 Gra
r of
nted
mbe
nu
k aw
ard
stoc
s		 Ove
rall
targ
et
ieve
ach
t
men
(if f
inal
)		 Num
ber
of
stoc
k aw
ard
s
f De
ber
31,
202
4
as o
cem
Mi
cha
el S
en
Gra
202
3 (
LT
IP
202
3)
nt		 Jan
. 1,
20
23		 De
c. 3
1,
202
6		 2,
903		 111
750
,		 n.a 111
750
,
Gra
202
4 (
LT
IP
202
3)
nt		 Jan
. 1,
20
24		 De
c. 3
1,
202
7		 2,
903		 102
770
,		 n.a 102
770
,
To
tal		 214
52
0
,		 214
52
0
,
Pie
rlu
ig
i A
lli
nto
ne
Gra
202
3 (
LT
IP
202
3)
nt		 Ma
rch
1,
202
3		 De
c. 3
1,
202
6		 1,
116		 42
942
,		 n.a 42
942
,
Gra
202
4 (
LT
IP
202
3)
nt		 Jan
. 1,
20
24		 De
c. 3
1,
202
7		 1,
33
9		 47
39
0
,		 n.a 47
39
0
,
To
tal		 90,
332		 90,
332
ick
Sa
He
ra
nn
en
Gra
202
3 (
LT
IP
202
3)
nt		 Jan
20
23
. 1,		 De
c. 3
202
6
1,		 840 32,
333		 n.a 32,
333
Gra
202
4 (
LT
IP
202
3)
nt		 Jan
. 1,
20
24		 De
c. 3
1,
202
7		 1,
050		 37,
169		 n.a 37,
169
To
tal		 69,
502		 69,
502
öll
Ro
be
rt M
er
Gra
202
3 (
LT
IP
202
3)
nt		 Oc
t. 1
202
3
,		 6
De
c. 3
1,
202		 263 10,
104		 n.a 10,
104
Gra
202
4 (
LT
IP
202
3)
nt		 Jan
. 1,
20
24		 De
c. 3
1,
202
7		 1,
050		 37,
169		 n.a 37,
169
To
tal		 47
273
,		 47
273
,
Dr.
Mi
cha
el
Mo
ser
Gra
202
3 (
LT
IP
202
3)
nt		 Jul
1,
202
3
y		 De
c. 3
1,
202
6		 42
0		 16,
167		 n.a 16,
167
Gra
202
4 (
LT
IP
202
3)
nt		 Jan
. 1,
20
24		 De
c. 3
1,
202
7		 940 33,
275		 n.a 33,
275
To
tal		 49
44
2
,		 49
44
2
,

The development and the status of the stock options allocated in the past can be found in chapter 3.8, Compensation of former Management Board members.

The following graph provides an overview of the different allocations (annual grants) under the Long-Term Incentive plans described above and their respective time profiles:

TIME PROFILE OF ALLOCATED LTIP TRANCHES

Payout

1 The LTIP 2013 was allocated partly in stock options and partly in phantom stocks. The chart shows the tranches 2016 and 2017 of the LTIP 2013 in relation to the share allocated in stock options. All tranches of the LTIP 2013 have completed the vesting period since July 2021. The exercise periods of the individual tranches end after four years in each case.

The Company is subject to statutory restrictions of the Energy Price Brake Acts due to the government financing and support received by the Fresenius Group, according to which the members of the Management Board of Fresenius

Management SE may not be awarded any variable compensation components for fiscal year 2023, among other things. The long-term variable compensation of the members of the Management Board has been affected, in that the tranche 2023 -- i.e. the part relating to the year 2023 -- must be disregarded in the payment of the grants under the LTIP 2018 and the LTIP 2023, the respective measurement

period of which also includes fiscal year 2023. This therefore affects the annual tranche 2023 of the grants 2020 to 2022 under the LTIP 2018 and the grant 2023 under the LTIP 2023. The Company will report on the specific effects of the statutory restrictions with regard to the grants 2021 to 2023 in its future compensation reports.

In addition to the Long-Term Incentive, the Compensation System 2023+ provides for share ownership guidelines (SOG) in order to further strengthen the long-term alignment with the interests of shareholders and to promote the sustainable development of the Group. They consider international market practice and the expectations of our shareholders.

Under these guidelines, the Management Board members are obliged to invest an amount equal to a percentage rate of the gross amount of an annual base salary in shares of Fresenius SE&Co. KGaA. The Chief Executive Officer has to invest 200% (until fiscal year 2022 100% according to the Compensation System 2021+) of the base salary in

shares. For ordinary Management Board members, the amount of obligation is 100% of the base salary. The Management Board members are obliged to hold these shares permanently until two years after resignation from the Management Board. For a Management Board member, the investment in shares of the Company shall be built up cumulatively from the second full year of service onwards at the latest, each year with one quarter of the gross amount of an annual base salary. The share ownership guideline must be met in full at the latest after the fifth year as a Management Board member. If the annual base salary increases, a corresponding subsequent purchase obligation arises for the Management Board member, which must be fulfilled

following the previous acquisition phase. The share ownership guidelines continue to apply if the first appointment to the Management Board is for three years and the Management Board member is not reappointed thereafter. Shares already voluntarily acquired by a member of the Management Board before or since the beginning of the (first) contractual term as a member of the Management Board of Fresenius Management SE or its legal predecessor will be taken into account for the fulfillment of the SOG target.

Management Board members can sell their shares at the earliest after the end of the mandatory retention period of two years after resignation from the Management Board.

The following table shows the status of compliance with the share ownership guidelines as of December 31, 2024:

SHARE OWNERSHIP GUIDELINES1

Req
uir
ed		 Sta
tus
qu
o		 En
d o
f a
isit
ion
has
cqu
p
e
inc
ing
lud
bse
ent
su
qu
rch
ob
liga
tio
pu
ase
n
in %
of
the
of
unt
gro
ss a
mo
the
ual
bas
lary
ann
e sa		 Pur
cha
blig
atio
n in
the
se o
ac
quis
itio
has
n p
e
€ in
tho
nds
usa		 Pur
cha
blig
atio
n in
clud
ing
se o
sub
rch
ob
liga
t pu
seq
uen
ase

tion
€ in
tho
nds
usa		 € in
tho
nds
usa		 in %
of
the
SO
G ta
t
rge		 in %
t in
of
the
SO
G ta
rge

clud
ing
bse
nt p
su
que
ur
cha
blig
atio
se o
n
2
Mi
cha
el S
en		 200
%		 3,
200		 3,
36
0		 1,
852
.09		 57
.88
%		 55
.12
%		 Ap
ril
11,
20
28
Pie
ig
i A
li
rlu
nel
nto		 100
%		 850 893 212
.52		 25
.00
%		 23
.80
%		 Feb
28,
20
29
rua
ry
Sa
He
ick
ra
nn
en		 100
%		 600 788 189
.85		 31
.64
%		 24
.09
%		 Au
st 3
1,
202
9
gu
ölle
Ro
ber
t M
r		 100
%		 750 788 100
.01		 13.
33
%		 69
12.
%		 Se
ber
7,
202
9
tem
p
Dr.
Mi
cha
el M
ose
r		 100
%		 600 780 602
.53		 100
.42
%		 77
.25
%		 Jun
e 3
0,
203
0

1 Increases in base salary lead to subsequent purchase obligations and extend the acquisition phase by one year for the amount of subsequent purchase obligation.

2 Increase of share ownership obligation of the Chief Executive Officer from 100% to 200% of the gross amount starting fiscal year 2023

For the Management Board members Mr. Pierluigi Antonelli, Mr. Robert Möller, and Dr. Michael Moser, the acquisition phases for the share ownership guidelines do not begin until their second full year of service on the Management Board.

In fiscal year 2024, Mr. Pierluigi Antonelli and Mr. Robert Möller already voluntarily purchased shares that are taken into account with respect to their share ownership obligation.

Under the Compensation System 2023+, the Supervisory Board of Fresenius Management SE is entitled to withhold (malus) or reclaim (clawback) variable compensation components in the event of material violations of internal Company guidelines, statutory and contractual obligations, and in the event of incorrect consolidated financial statements, taking into account the particularities of the individual case.

Material violations include non-compliance with material provisions of the internal Code of Conduct, grossly negligent or unethical conduct, and significant violations of the duties of care as defined by Section 93 AktG. In the event of incorrect consolidated financial statements, it is possible to reclaim variable compensation that has already been paid out if, after payment, it emerges that the audited and approved consolidated financial statements on which the calculation of the amount to be paid out was based were incorrect and, on the basis of corrected consolidated financial statements, a lower or no payment amount of variable compensation would have been owed. The obligation of the Management Board member to pay damages to the Company pursuant to Section 93 (2) AktG remains unaffected by these provisions.

In the past fiscal year, the Supervisory Board of Fresenius Management SE did not withhold or reclaim variable compensation components.

In the past fiscal year, no benefits were awarded or assured to any member of the Management Board by a third party with regard to their activities as a member of the Management Board.

Any compensation awarded to Management Board members for Supervisory Board mandates in subsidiaries of the Fresenius Group is offset against the Management Board member's compensation. If the Supervisory Board of Fresenius Management SE resolves to deduct any compensation, in full or in part, awarded to Management Board members for any activity in Supervisory Boards outside the Fresenius Group from the compensation of the Management Board member concerned, this will be made transparent.

Management Board members who were first appointed to the Management Board between January 1, 2020 and the 2023 Annual General Meeting were awarded a pension commitment within the framework of a defined contribution plan. This is promised at the beginning of the service agreement, with a waiting period of the first three years regarding the granting of benefits. Under such a defined contribution plan, the respective Management Board member receives an annual contribution amounting to 40% of

the base salary, which determines the future capital amount. After reaching the retirement age under the defined contribution plan, payments can be made either as a one-off payment or optionally in 10 annual installments. An annuity or pension payment is not provided. The defined contribution plan may provide for survivors' benefits (''Hinterbliebenenversorgung'') and benefits after the occurrence of a full or partial reduction in earning capacity (''Erwerbsminderung''). The implementation of the defined contribution plan is carried out in the form of external financing as a defined contribution plan with a reinsurance policy. This provides for covering the risks of death and occupational disability as early as from the start of service and not just starting from non-forfeiture (after the expiry of three years since the start of service).

Mr. Michael Sen, Mr. Pierluigi Antonelli, and Ms. Sara Hennicken have received a pension commitment in the form of a defined contribution pension commitment.

The 2024 insurance contributions and the obligations as of December 31, 2024 are as follows:

DEFINED CONTRIBUTION PENSION COMMITMENTS

€ i
hou
ds
n t
san		 Insu
ran
ce
trib
utio
n 20
24
con		 Pre
lue
f
t va
sen
as o
Dec
ber
31
, 20
24
em
Mi
cha
el S
en		 672 2,
014
Pie
rlu
ig
i A
nel
li
nto		 35
7		 57
0
Sa
ick
He
ra
nn
en		 315 6
45
To
tal		 1,
344		 3,
040

Management Board members appointed to the Management Board for the first time after the 2023 Annual General Meeting receive a pension substitute in cash for self-provision in the amount of 40% of the respective base salary (see 3.3.1, Fixed components). Accordingly, Mr. Robert Möller and Dr. Michael Moser receive a pension substitute.

The service agreements of the Management Board members are limited to a maximum of five years in accordance with Section 84 (1) AktG and provide for a severance payment cap. Accordingly, payments to a Management Board member in the event of early termination of a Management Board appointment, including fringe benefits, are limited to two years of compensation, but not exceeding the compensation for the remaining term of the service agreement. If the Company terminates the service agreement for cause on grounds attributable to the relevant Management Board member according to Section 626 of the German Civil Code (BGB), no severance payment will be due. In accordance with the Compensation System 2023+, which applies to all active members of the Management Board as at December 31, 2024, the compensation (base salary, short-term variable compensation, and fringe benefits, excluding longterm variable compensation and expenses for the pension

commitment or pension substitute) for the past fiscal year and the expected compensation (base salary, short-term variable compensation, and fringe benefits, excluding long-term variable compensation and expenses for the pension commitment or pension substitute) for the fiscal year in which the service agreement ends are used to calculate the severance payment cap.

A post-contractual non-competition clause has been agreed with all Management Board members for a period of up to two years. If such a post-contractual non-competition clause becomes applicable, the Management Board members may receive compensation for each year of the noncompetition clause amounting to up to half of the amount arising from the sum of the base salary, the target amount of the Short-Term Incentive, and the last grant value of the Long-Term Incentive. Any payments under a postcontractual non-competition clause are to be offset against any severance payments and benefits under the Company pension scheme.

The service agreements of the Management Board members do not contain any provisions in the event of a change of control.

All members of the Management Board have individual contractual commitments for the continuation of their compensation in the event of sickness for a maximum period of 12 months, provided that, after 6 months of sickness-related absence, any insurance benefits that may be paid are to be deducted from such continued compensation. In the event of death of a member of the Management Board, the surviving dependents will receive 3 monthly payments after the month in which the death occurred, at most, however, until the expiry of the respective service agreement.

In order to attract qualified candidates for the Management Board, the Supervisory Board of Fresenius Management SE may complement the compensation of first-time Management Board members in an appropriate and market-compliant manner with an entry bonus (sign-on bonus), e.g. to compensate for forfeited compensation from previous employment or service agreements.

TARGET COMPENSATION

In the following tables, the total target compensation of the members of the current Management Board set for fiscal years 2024 and 2023 is individually disclosed. For the short- and long-term variable compensation, the target or allocation value will be disclosed on the assumption of

100% target achievement. In fiscal year 2024, the base salary of Ms. Sara Hennicken and Dr.Michael Moser was adjusted. The increase in base salary has an impact on the amount of the variable compensation components. The base salary of Ms. Sara Hennicken was increased to €787.5 thousand from January 1, 2024. The increase was originally resolved for fiscal year 2023, but could not be applied in 2023 due to the Energy Price Brake Acts. The base salary of Dr. Michael Moser was increased from €630 thousand

to €780 thousand with effect from July 1, 2024. The new base salaries serve to gradually increase the compensation after the initial appointment and are intended to raise the target compensation to an appropriate and customary market level, particularly in comparison to the other Management Board members, after successful onboarding in the course of the initial appointment. The base salary of the other members of the Management Board did not increase in the past fiscal year.

Mi
cha		 el S
en
Ch
air
f th
e M
Bo
ard
nt
ma
n o
ana
ge
me
(sin
Oc
tob
202
2)
1,
ce
er
Bo
ard
ber
sin
Ap
ril
12,
20
21
m
em
ce		 i A
lli
nto
ne		 Sa
He
ick
ra
nn
en
CE
O F
ius
Ka
bi
res
en
Bo
ard
ber
sin
Ma
rch
1,
202
3
m
em
ce		 Ch
ief
Fin
ial
Off
ice
anc
r
Bo
ard
ber
sin
Se
ber
1,
202
2
tem
m
em
ce
p
€ i
hou
ds
n t
san		 202
4		 202
3		 202
4		 202
3		 202
4		 202
3
Bas
ala
e s
ry		 680
1,		 680
1,		 893 744 788 630
Fri
be
nef
its
nge		 59 57 49 68 21 34
Pen
sio
ubs
titu
te
n s		 -- -- -- -- -- --
Su
m f
ixe
d c
tio
om
pe
nsa
n		 739
1,		 737
1,		 942 812 809 664
ria
ion
Sh
ble
ort
-te
sat
rm
va
co
mp
en		 1,
680		 1,
680		 893 744 788 630
1
ST
I 20
23		 -- 680
1,		 -- 744 -- 630
ST
I 20
24		 1,
680		 -- 893 -- 788 --
ria
ion
Lo
ble
-te
sat
ng
rm
va
co
mp
en		 2,
903		 2,
903		 1,
33
9		 116
1,		 1,
050		 840
Sto
ck
Aw
ard
s (
LT
IP
202
3)
2
Gra
202
3
nt		 -- 2,
903		 -- 1,
116		 -- 840
Gra
202
nt
4		 2,
903		 -- 33
9
1,		 -- 050
1,		 --
ari
tio
Su
ab
le c
m v
om
pe
nsa
n		 4,
583		 4,
583		 2,
232		 1,
860		 1,
838		 1,
47
0
Su
m f
ixe
d a
nd
ria
ble
ion
sat
va
co
mp
en		 6,
322		 6,
32
0		 3,
174		 2,
672		 2,
647		 2,
134
Se
rvic
ost
e c		 672 672 35
7		 298 315 252
tio
To
tal
ta
t c
rge
om
pe
nsa
n		 6,
994		 6,
992		 3,
53
1		 2,
970		 962
2,		 6
2,
38

1 As explained in the compensation report 2023, the STI 2023 will not be paid out in accordance with the statutory restrictions of the Energy Price Brake Acts.

2 As explained in chapter 3.3.2.2, the annual tranche 2023 must be disregarded for the payment of the grant 2023 in accordance with the statutory restrictions of the Energy Price Brake Acts.

TARGET COMPENSATION

öll
Ro
be
rt M
er		 ich
Dr
.M
ael
M
ose
r
CE
O F
res		 ius
He
lios
en
Bo
ard
ber
sin
Se
ber
8,
202
3
tem
m
em
ce
p		 Bo
ard
ber
sin
Jul
1,
202
3
m
em
ce
y
€ i
hou
ds
n t
san		 202
4		 202
3		 202
4		 202
3
Bas
ala
e s
ry		 788 247 705 315
Fri
be
nef
its
nge		 19 6 27 3
444
Pen
sio
ubs
titu
te
n s		 315 99 282 126
Su
m f
ixe
d c
tio
om
pe
nsa
n		 1,
122		 352 1,
014		 885
ria
ion
Sh
ble
ort
-te
sat
rm
va
co
mp
en		 788 247 705 315
1
ST
I 20
23		 -- 247 -- 315
ST
I 20
24		 788 -- 705 --
ria
ion
Lo
ble
-te
sat
ng
rm
va
co
mp
en		 1,
050		 263 940 42
0
Sto
ck
Aw
ard
s (
LT
IP
202
3)
2
Gra
202
3
nt		 -- 263 -- 42
0
Gra
202
4
nt		 050
1,		 -- 940 --
ari
tio
Su
ab
le c
m v
om
pe
nsa
n		 1,
838		 51
0		 1,
645		 735
Su
m f
ixe
ria
ion
d a
nd
ble
sat
va
co
mp
en		 960
2,		 862 659
2,		 620
1,
Se
rvic
ost
e c		 -- -- -- --
tio
To
tal
ta
t c
rge
om
pe
nsa
n		 960
2,		 862 659
2,		 620
1,

1 As explained in the compensation report 2023, the STI 2023 will not be paid out in accordance with the statutory restrictions of the Energy Price Brake Acts.

2 As explained in chapter 3.3.2.2, the annual tranche 2023 must be disregarded for the payment of the grant 2023 in accordance with the statutory restrictions of the Energy Price Brake Acts.

3 Including sign-on bonus in the amount of €417 thousand

In addition to the target compensation, the compensation awarded and due in the fiscal year is disclosed and explained in accordance with the requirements of Section 162 AktG. For fiscal year 2024, the short- and long-term variable compensation is reported in such a way that the respective performance has been completed or the vesting period has been fully completed by the end of fiscal year 2024 and the vesting conditions are met. This enables a comprehensive presentation of the connection between the business results of fiscal year 2024 and the resulting compensation.

Thus, the compensation awarded and due in fiscal year 2024 comprises the base salary, fringe benefits, and the pension substitute paid in fiscal year 2024. The variable compensation is the short-term variable compensation for fiscal year 2024 (payment in fiscal year 2025) and the longterm variable compensation the vesting conditions of which have been met in fiscal year 2024.

Full vesting from the long-term incentive plan commitments will not take place until the year after the end of the measurement period. In addition, the pension expenses (current service cost) for the pension commitments incurred in fiscal year 2024 are disclosed.

The method of disclosure described above was applied analogously for fiscal year 2023.

COMPENSATION AWARDED AND DUE

Mi
cha
el S
en		 Pie
rlu
ig
i A
lli
nto
ne
Ch
air
f th
e M
Bo
ard
nt
ma
n o
ana
ge
me
(sin
Oc
tob
1,
202
2)
ce
er
Bo
ard
ber
sin
Ap
ril
12,
20
21
m
em
ce		 CE
O F
ius
Ka
bi
res
en
Bo
ard
ber
sin
Ma
rch
1,
202
3
m
em
ce
202
4		 202
3		 202
4		 202
3
€ in
tho
nds
usa		 in % € in
tho
nds
usa		 in % € in
tho
nds
usa		 in % € in
tho
nds
usa		 in %
Bas
ala
e s
ry		 1,
680		 1,
680		 893 744
Fri
be
nef
its
nge		 59 57 49 68
Pen
sio
ubs
titu
te
n s		 -- -- -- --
ixe
tio
Su
m f
d c
om
pe
nsa
n		 1,
739		 46
%		 1,
737		 100
%		 942 47
%		 812 100
%
1
Sh
ria
ati
ble
ort
-te
rm
va
co
mp
ens
on		 2,
029		 -- 1,
048		 --
Lo
ria
ble
ion
-te
sat
ng
rm
va
co
mp
en		 -- -- -- --
Per
for
sh
s (
LT
IP
20
18)
ma
nce
are
Gra
20
19
nt		 -- -- -- --
Gra
202
0
nt		 -- -- -- --
Su
ari
ab
le c
tio
m v
om
pe
nsa
n		 2,
029		 54
%		 -- 0% 048
1,		 53
%		 -- 0%
in
wit
ion
Su
ord
h S
16
2 (
1)
2,
. 1
Ak
tG
ect
ten
m
acc
an
ce
sen
ce
no		 3,
768		 1,
737		 1,
990		 812
Se
rvic
ost
e c		 672 672 35
7		 298
Su
inc
lud
ing
rvi
t
m
se
ce
cos		 4,
44
0		 2,
40
9		 2,
34
7		 1,
110

1 As explained in the compensation report 2023, the short-term incentive for fiscal year 2023 was not paid out in accordance with the statutory restrictions of the Energy Price Brake Acts.

Bo
ard		 Sa
He
ick
ra
nn
en
Ch
ief
Fin
ial
Off
ice
anc
r
sin
Se
ber
ber
1,
202
2
tem
m
em
ce
p		 Ro
be
rt M
öll
er
CE
O F
ius
He
lios
res
en
sin
Se
Bo
ard
ber
ber
8,
202
3
tem
m
em
ce
p
202
4		 202
3		 202
4		 3
€ in
tho
nds
usa		 in % € in
tho
nds
usa		 in % € in
tho
nds
usa		 in % € in
tho
nds
usa		 in %
Bas
ala
e s
ry		 788 630 788 247
Fri
be
nef
its
nge		 21 34 19 6
Pen
sio
ubs
titu
te
n s		 -- -- 315 99
Su
m f
ixe
d c
tio
om
pe
nsa
n		 809 46
%		 664 100
%		 122
1,		 56
%		 352 100
%
1
Sh
ria
ble
ati
ort
-te
rm
va
co
mp
ens
on		 95
1		 -- 869 --
ria
ion
Lo
ble
-te
sat
ng
rm
va
co
mp
en		 -- -- -- --
Per
for
sh
s (
LT
IP
20
18)
ma
nce
are
Gra
20
19
nt		 -- -- -- --
Gra
202
0
nt		 -- -- -- --
ari
tio
Su
ab
le c
m v
om
pe
nsa
n		 95
1		 54
%		 -- 0% 869 44
%		 -- 0%
Su
in
ord
wit
h S
ion
16
2 (
1)
2,
Ak
tG
. 1
ect
ten
m
acc
an
ce
sen
ce
no		 760
1,		 664 99
1,
1		 352
Se
rvic
ost
e c		 315 252 -- --
Su
inc
ing
rvi
lud
t
m
se
ce
cos		 2,
075		 916 1,
99
1		 352

1 As explained in the compensation report 2023, the short-term incentive for fiscal year 2023 was not paid out in accordance with the statutory restrictions of the Energy Price Brake Acts.

COMPENSATION AWARDED AND DUE

Dr.Michael Moser

Ma
Bo
ard
ent
nag
em
m
ES
G,
Ma
ent
nag
em
,
Au
dit
and
fo		 ber
nsi
ble
fo
r L
l,
Co
lian
Ri
sk
em
re
spo
ega
mp
ce,
bei
ire
Co
Hu
n R
(Ar
tsd
kto
r),
rat
ma
eso
urc
es
rpo
e
r th
e b
usi
Fre
ius
Va
d
nt
nes
s s
eg
me
sen
me
Bo sin
ard
ber
Jul
1,
202
3
m
em
ce
y
202
4		 202
3
€ in
tho
nds
usa		 in % € in
tho
nds
usa		 in %
Bas
ala
e s
ry		 705 315
1
Fri
be
nef
its
nge		 27 444
Pen
sio
ubs
titu
te
n s		 282 126
Su
m f
ixe
tio
d c
om
pe
nsa
n		 1,
014		 54
%		 885 100
%
2
Sh
ria
ble
ati
ort
-te
rm
va
co
mp
ens
on		 85
1		 --
ria
ion
Lo
ble
-te
sat
ng
rm
va
co
mp
en		 -- --
Per
for
sh
s (
LT
IP
20
18)
ma
nce
are
Gra
20
19
nt		 -- --
Gra
202
0
nt		 -- --
ari
tio
Su
ab
le c
m v
om
pe
nsa
n		 85
1		 46
%		 -- - %
Su
in
wit
h S
ion
16
2 (
1)
tG
ord
2,
. 1
Ak
ect
ten
m
acc
an
ce
sen
ce
no		 865
1,		 885
Se
rvic
ost
e c		 -- --
Su
inc
ing
rvi
lud
t
m
se
ce
cos		 865
1,		 885

1 Including sign-on bonus in the amount of €417 thousand

2 As explained in the compensation report 2023, the short-term incentive for fiscal year 2023 was not paid out in accordance with the statutory restrictions of the Energy Price Brake Acts.

Dr.Ernst Wastler stepped down as Chairman of the management board of VAMED AG and thus also from the Management Board of Fresenius Management SE upon reaching retirement age on July 18, 2023. As part of his postcontractual non-competition clause for a period of six months, Dr. Ernst Wastler received compensation of €62.5 thousand per month until February 29, 2024.

A total of €125 thousand was awarded to Dr.Ernst Wastler in fiscal year 2024 as fixed compensation.

As part of his defined benefit pension commitment, Dr. Ernst Wastler was paid €95 thousand in fiscal year 2024. Dr.Ernst Wastler hence only received fixed compensation and no variable compensation in fiscal year 2024.

Dr.Sebastian Biedenkopf left the Management Board of Fresenius Management SE in fiscal year 2023. In fiscal year 2024, he received outstanding fringe benefits in the total

amount of €12 thousand, of which 100% was fixed compensation and 0% was variable compensation.

Furthermore, in fiscal year 2024, €1,290 thousand was paid to five additional former members of the Management Board who retired before 2015, mainly as part of pension commitments.

For 12 former members of the Management Board, there is a pension obligation in accordance with IAS 19 in the amount of €49,705 thousand in fiscal year 2024.

The following table shows the development and the status in fiscal year 2024 of the stock options allocated in the past:

Dr.
Ern
st W
astl
er		 Ste
n St
pha
urm		 Tot
al/
arit
etic
hm
me
an
Op
tio
nd
ing
Ja
202
out
sta
1,
4
ns
on
nua
ry
Nu
mb
er		 84,
375		 135
000
,		 219
375
,
Av
rcis
ric
e in
€
era
ge
exe
e p		 67
.77		 68
.21		 68
.04
Op
tio
rcis
ed
du
rin
the
fis
cal
ns
exe
g
ye
ar
Nu
mb
er		 -- -- --
Op
tio
for
feit
ed
du
rin
the
fis
cal
ns
g
ye
ar
Nu
mb
er		 67,
500		 101
250
,		 168
750
,
Exe
rcis
ric
e in
€
e p		 66
.02		 66
.02		 66
.02
Op
tio
nd
ing
d e
cis
ab
le o
n D
mb
31,
20
24
out
sta
ns
an
xer
ece
er
Nu
mb
er		 16,
875		 33,
750		 625
50,
Exe
rcis
ric
e in
€
e p		 74
.77		 74
.77		 74
.77
ini
ife
in y
Re
al l
tra
ctu
ma
ng
con
ear
s		 0.5
8		 0.5
8		 0.5
8

The Supervisory Board of the Company advises and supervises the business activities conducted by the Management Board of the general partner and performs the other duties assigned to it by law and by the articles of association. It is involved in strategy and planning as well as in all matters of fundamental importance for the Company. In view of these responsible duties, the members of the Supervisory Board of the Company receive appropriate compensation that also takes sufficient account of the time demands of the position of the Supervisory Board member. In addition, Supervisory Board compensation that is also in line with the market environment ensures that the Company will continue to attract qualified candidates to its Supervisory Board in the future. In this way, the fair compensation of the members of the Supervisory Board contributes to promoting the business strategy and long-term development of Fresenius SE&Co. KGaA.

This aspiration is met through the compensation for the members of the Supervisory Board governed in Section 13 of the articles of association of Fresenius SE & Co. KGaA. Furthermore, the compensation is in line with the suggestions of the GCGC in the version dated April 28, 2022.

The compensation of the members of the Supervisory Board was proposed for resolution to the Annual General Meeting of the Company on May 21, 2021 with a corresponding amendment in Section 13 of the articles of association and approved with an approval rate of 98.86%. The compensation system has been effective since January 1, 2021.

The members of the Supervisory Board of the Company are compensated on the basis of Section 13 of the articles of association. A resolution on the compensation of the members of the Supervisory Board is passed by the Annual General Meeting at least every four years on the basis of a proposal by the general partner and the Supervisory Board. The members of the Supervisory Board of the Company receive fixed compensation, fringe benefits (consisting of refunds of expenses and insurance cover), and, if they perform any duties on the Audit Committee of the Supervisory Board of the Company, compensation for their duties on this committee. The relative share of fixed compensation is always 100%.

As fixed compensation, each member of the Supervisory Board of the Company shall receive an amount of €180 thousand annually for each full fiscal year, payable after the end of the fiscal year. The Chairperson of the Supervisory Board of the Company shall receive two and a half times, and his / her deputies one and a half times, the compensation of a Supervisory Board member.

For membership in the Audit Committee of the Supervisory Board of the Company, a member shall receive additional compensation of €40 thousand for each full fiscal year, while the Chairperson of the Audit Committee shall receive twice this amount.

If a fiscal year does not encompass a full calendar year, or if a member of the Supervisory Board of the Company is a member of the Supervisory Board for only a portion of the fiscal year, the compensation shall be paid on a pro rata temporis basis. This shall apply accordingly to membership of the Audit Committee of the Supervisory Board of the Company.

The members of the Supervisory Board of the Company shall be refunded expenses incurred when exercising their functions. Fresenius SE&Co. KGaA shall provide members of its Supervisory Board with insurance cover to an appropriate extent for exercising Supervisory Board activities. As for the Management Board, Fresenius SE &Co. KGaA has also taken out Directors'& Officers' liability insurance for the Supervisory Board of Fresenius Management SE and the Supervisory Board of the Company. This insurance covers the legal defense costs of a member of a representative body in the event of a claim and, if applicable, any damages to be paid within the scope of the existing coverage sums.

If a member of the Supervisory Board of the Company is at the same time a member of the Supervisory Board of the general partner, Fresenius Management SE, and receives compensation for their services on the Supervisory Board of Fresenius Management SE, the compensation for their activities as a member of the Supervisory Board of the Company shall be reduced by half. The same applies with regard to the additional part of the compensation for the Chairperson of the Supervisory Board of the Company, provided he/ she is simultaneously the Chairperson of the Supervisory Board of Fresenius Management SE; this applies accordingly to his / her deputies to the extent they are simultaneously deputies of the Chairperson of the Supervisory Board of Fresenius Management SE. If a deputy of the Chairperson of the Supervisory Board of the Company is at the same time the Chairperson of the Supervisory Board of Fresenius Management SE, they shall not receive any additional compensation for their service as Deputy Chairperson of the

Supervisory Board of the Company. According to Section 7 of the articles of association of Fresenius SE&Co. KGaA, the compensation of the Supervisory Board of Fresenius Management SE will be charged to Fresenius SE&Co. KGaA.

Fresenius Management SE, with the consent of its Supervisory Board, had entered into a consultancy agreement with Dr. Gerd Krick on July 17, 2021, with a term of three years until June 30, 2024, to ensure that the comprehensive knowledge and experience of Dr.Gerd Krick regarding the

Fresenius Group is still available after his retirement from the Supervisory Board of the Company and from the Supervisory Board of Fresenius Management SE on May 21, 2021. For his consulting activities, Dr. Gerd Krick received an annual fee in the amount of €200 thousand plus any applicable value added tax. In fiscal year 2024, Dr.Gerd Krick received compensation of €100 thousand for his consulting activities until June 30, 2024.

The amount of compensation awarded and due for the fulfillment of service in fiscal years 2024 and 2023, including compensation for committee services for the members of the Supervisory Board of the Company and Fresenius Management SE (excluding expenses and reimbursements), is as follows:

COMPENSATION OF THE SUPERVISORY BOARD

Fix
ed
ion
sat
com
pen		 Co
ati
for
itte
ice
mp
ens
on
co
mm
e s
erv
s		 To
tal
ion
sat
com
pen
Fre
ius
SE&
sen		 Co.
KG
aA		 Fre
ius
Ma
sen		 nt S
E
nag
eme		 Fre
ius
sen		 SE&
Co.
KG
aA		 Fre
ius
Ma
sen		 nt S
E
nag
eme
€ i
hou
ds
n t
san		 202
4		 202
3		 202
4		 202
3		 202
4		 202
3		 202
4		 202
3		 202
4		 202
3
Kir
Wo
lfga
sch
ng		 225 225 255 255 40 40 40 40 56
0		 56
0
Mi
cha
el
Die
km
an
n		 180 180 120 120 -- -- 20 20 32
0		 32
0
Gri
t G
ter
ens		 270 270 -- -- 40 40 -- -- 31
0		 31
0
Dr.
Die
Sc
hen
k
ter		 -- -- 30
0		 30
0		 -- -- 20 20 32
0		 32
0
Pro
f. D
ed.
D.
M
ich
ael
Al
bre
cht
r.m		 180 180 -- -- -- -- -- -- 180 180
Dr.
Fra
nk
Ap
l
pe		 -- -- 210 210 -- -- -- -- 210 210
Ste
fan
ie B
alli
ng
til
(un
No
ber
30
202
3)
vem
,		 -- 165 -- -- -- -- -- -- -- 165
Be
rnd
Be
hle
rt		 180 180 -- -- 40 35 -- -- 220 215
Dr.
He
inr
ich
Hi
esi
nge
r		 -- -- 210 210 -- -- -- -- 210 210
Ko
d K
ölb
l
nra
(un
til
Jul
31,
20
24)
y		 105 180 -- -- -- 5 -- -- 105 185
Fra
uke
Le
hm
ann		 180 180 -- -- -- -- -- -- 180 180
Pro
f. D
ed.
Iri
s L
öw
-Fr
ied
ric
h
r.m		 180 180 -- -- -- -- -- -- 180 180
ich
Ho
lge
r M
el
(sin
No
ber
30
202
3)
ce
vem
,		 180 16 -- -- -- -- -- -- 180 16
Os
Ro
De
Pac
car
me
ro
o		 180 180 -- -- -- -- -- -- 180 180
Ha
ral
d S
tee
r
(sin
Au
202
4)
st 1
ce
gu
,		 75 -- -- -- -- -- -- -- 75 --
Su
Ze
idle
san
ne
r		 90 90 120 120 80 80 -- -- 290 290
Ch
rist
ind
Dr.
h Z
el
op		 180 180 -- -- 40 40 -- -- 220 220
To
tal		 2,
205		 2,
206		 1,
215		 1,
215		 24
0		 24
0		 80 80 3,
740		 3,
74
1

The development of the compensation awarded and due to the members of the Management Board and both Supervisory Boards according to Section 162 AktG, the earnings development of the Company, and the development of the

average compensation of the workforce will be presented in the following comparative table for the five-year period 2020 to 2024.

For the comparative presentation of the earnings development of the Company, Group revenue and Group net income (before special items) will be shown, which are key performance indicators for the steering of the Group and the variable compensation of the Management Board. In addition, according to the regulatory requirements, net income of Fresenius SE&Co. KGaA pursuant to HGB will be presented.

It should be noted that the compensation data refers to the compensation awarded and due pursuant to Section 162 AktG. In the case of payments from the long-term incentive plans, this relates to compensation components allocated in previous financial years. Therefore, a meaningful comparison of the compensation awarded in the fiscal year and the earnings development of the Company in the same fiscal year is only possible to a limited extent.

The comparative presentation of the development of the compensation of the workforce includes all employees of the Fresenius Group on a full-time equivalent (FTE) basis.

202
4		 202
3		 202
2		 202
1		 202
0
Rev
en
ue		 € i
illio
n m
ns		 21,
833		 22,
299		 40
840
,		 37,
52
0		 36,
277
An
l ch
e in
%
nua
ang		 -2% n.a +9
%		 +3
%		 +2
%
1
Gro
in
net
up
com
e		 € i
illio
n m
ns		 1,
749		 1,
505		 1,
729		 1,
867		 1,
796
An
l ch
e in
%
nua
ang		 6%
+1		 -13
%		 -7% %
+4		 -4%
Ne
t in
f F
ius
SE
&C
KG
aA
HG
B
ant
to
com
e o
res
en
o.
pu
rsu		 € i
illio
n m
ns		 -99
3		 -30
8		 40
1		 503 603
e in
An
l ch
%
nua
ang		 -22
2%		 -17
7%		 -20
%		 -17
%		 +4
%
2
Av
loy
ion
sat
era
ge
em
p
ee
com
pen		 € i
hou
ds
n t
san		 51 49 50 45 45
e in
An
l ch
%
nua
ang		 +4
%		 -2% +1
1%		 0% 0%
Cu
mb
of
th
e M
Bo
ard
nt
ent
rre
me
ers
an
ag
em
Mi
cha
el S
en		 € i
hou
ds
n t
san		 3,
768		 1,
737		 2,
088		 1,
572		 --
sin
ril
(M
Bo
ard
ber
Ap
12,
20
21)
nt
ana
ge
me
m
em
ce		 An
l ch
e in
%
nua
ang		 %
+1
17		 %
-17		 n.a n.a n.a
Pie
rlu
ig
i A
nel
li
nto		 € i
hou
ds
n t
san		 1,
990		 812 -- -- --
sin
(M
Bo
ard
ber
Ma
rch
1,
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ANNUAL COMPARISON OF COMPENSATION AWARDED AND DUE

1 Before special items

2 Average of wages and salaries of all Group employees on FTE basis

ANNUAL COMPARISON OF COMPENSATION AWARDED AND DUE

202
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AUDITOR'S REPORT

TO FRESENIUS SE&CO. KGAA, BAD HOMBURG V.D.H.

We have audited the remuneration report of Fresenius SE& Co. KGaA, Bad Homburg v. d. Höhe, for the financial year from January 1 to December 31, 2024, including the related disclosures, which was prepared to comply with § [Article] 162 AktG [Aktiengesetz: German Stock Corporation Act].

The executive directors and the supervisory board of Fresenius SE&Co. KGaA are responsible for the preparation of the remuneration report, including the related disclosures, that complies with the requirements of § 162 AktG. The executive directors and the supervisory board are also responsible for such internal control as they determine is necessary to enable the preparation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on this remuneration report, including the related disclosures, based on our audit. We conducted our audit in accordance with German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report, including the related disclosures, is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts including the related disclosures stated in the remuneration report. The procedures selected depend on the auditor's judgment. This includes the assessment of the risks of material misstatement of the remuneration report including the related disclosures, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the preparation of the remuneration report including the

related disclosures. The objective of this is to plan and perform audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the executive directors and the supervisory board, as well as evaluating the overall presentation of the remuneration report including the related disclosures.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, based on the findings of our audit, the remuneration report for the financial year from January 1 to December 31, 2024, including the related disclosures, complies in all material respects with the accounting provisions of §162 AktG.

The audit of the content of the remuneration report described in this auditor's report includes the formal audit of the remuneration report required by § 162 Abs. [paragraph] 3 AktG, including the issuance of a report on this audit. As we express an unqualified audit opinion on the content of the remuneration report, this audit opinion includes that the information required by § 162 Abs. 1 and 2 AktG has been disclosed in all material respects in the remuneration report.

We issue this auditor's report on the basis of the engagement agreed with Fresenius SE&Co. KGaA. The audit has been performed only for purposes of the company and the auditor's report is solely intended to inform the company as to the results of the audit. Our responsibility for the audit and for our auditor's report is only towards the company in accordance with this engagement. The auditor's report is not intended for any third parties to base any (financial) decisions thereon. We do not assume any responsibility, duty of care or liability towards third parties; no third parties are included in the scope of protection of the underlying engagement. § 334 BGB [Bürgerliches Gesetzbuch: German Civil Code], according to which objections arising from a contract may also be raised against third parties, is not waived.

Frankfurt am Main, February 25, 2025

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (Original German Version signed by:)

Dr.Ulrich Störk Prof. Dr.Bernd Roese Wirtschaftsprüfer Wirtschaftsprüfer

(German Public Auditor) (German Public Auditor)

BOARDS

SUPERVISORY BOARD FRESENIUS SE & CO. KGAA

Initial appointment Membership of statutory supervisory boards
and comparable domestic or foreign supervisory bodies
Name Occupation Year of birth External positions as at Dec. 31, 2024 Fresenius Group company positions as at Dec. 31, 2024
Wolfgang Kirsch
Chair		 Member of various supervisory boards 1955 2021 Adolf Würth GmbH &Co. KG
B. Metzler seel. Sohn&Co. AG (Chair)		 Fresenius Management SE (Chair)
Prof. Dr. med. D. Michael Albrecht Medical Director and Spokesman of the
Management Board of the University Hospital
Carl Gustav Carus Dresden
(until December 31, 2024)		 1949 2011
Bernd Behlert Full-time Works Council Member
Helios Vogtland-Klinikum Plauen GmbH		 1958 2018 Helios Vogtland-Klinikum Plauen GmbH
Michael Diekmann
Deputy Chair		 Member of various supervisory boards 1954 2015 Allianz SE 1
(Chair)		 Fresenius Management SE
Grit Genster
Deputy Chair		 Secretary of the Trade Union ver.di,
Vereinte Dienstleistungsgewerkschaft
Division Manager Health Care/
Health Policy		 1973 2020
Konrad Kölbl
(until July 31, 2024)		 Full-time Works Council Member
VAMED-KMB Krankenhausmanagement und
Betriebsführungsges. m.b.H.		 1959 2007
Frauke Lehmann Full-time Works Council Member
Helios Kliniken Schwerin GmbH		 1963 2016 Helios Kliniken Schwerin GmbH
(Deputy Chair)
Prof. Dr. med. Iris Löw-Friedrich Member of various supervisory boards 1960 2016 Evotec SE 1 (Chair)
Celosia Therapeutics Pty Ltd., New South Wales,
Australia (Chair since October 01, 2024)
Holger Michel Full-time Works Council Member
Fresenius Kabi Deutschland GmbH		 1969 2023
Oscar Romero de Paco Production staff member
Fresenius Kabi España S.A.U.		 1974 2016

The term of office expires at the end of the Annual General Meeting 2025.

1 Stock-listed company

BOARDS

SUPERVISORY BOARD FRESENIUS SE & CO. KGAA

Occupation Year of birth Initial appointment Membership of statutory supervisory boards
and comparable domestic or foreign supervisory bodies
Name External positions as at Dec. 31, 2024 Fresenius Group company positions as at Dec. 31, 2024
Harald Steer
(since August 01, 2024)		 Chairman of the Group Works Council of
VAMED AG
Chairman of the Works Council and Psychiatric
Nurse of Anton Proksch Institut (VAMED AG)
Member of the European Works Council of
Fresenius Fresenius SE & Co. KGaA		 1973 2024
Susanne Zeidler Supervisory Board Member 1961 2022 Fresenius Management SE
Dr.Christoph Zindel Member of various supervisory boards 1961 2022 Gerresheimer AG1
Dr. Gerd Krick Honorary Chairman of the Supervisory Board
of Fresenius SE & Co. KGaA
and Fresenius Management SE

The term of office expires at the end of the Annual General Meeting 2025.

COMMITTEES OF THE SUPERVISORY BOARD

Nomination Committee Audit Committee Joint Committee 1
Wolfgang Kirsch (Chair) Susanne Zeidler (Chair) Dr.
Dieter Schenk (Chair)
Michael Diekmann Bernd Behlert Michael Diekmann
Susanne Zeidler Grit Genster Wolfgang Kirsch
Wolfgang Kirsch Susanne Zeidler
Dr.
Christoph Zindel

1 The committee consists equally of two members each of the Supervisory Board of Fresenius SE & Co. KGaA and of Fresenius Management SE.

BOARDS

MANAGEMENT BOARD FRESENIUS MANAGEMENT SE

(General partner of Fresenius SE & Co. KGaA)

Name Segment Membership of statutory supervisory boards
and comparable domestic or foreign supervisory bodies
Year of birth Initial appointment Term expires External positions as at Dec. 31, 2024 Fresenius Group company positions as at Dec. 31, 2024
Michael Sen Chairman 1968 2021 2027 Fresenius Medical Care AG
1
(Chair)		 Fresenius Kabi AG (Chair)
Pierluigi Antonelli Business Segment Fresenius Kabi 1963 2005 2026
Sara Hennicken Chief Financial Officer 1980 2022 2027 Fresenius Medical Care AG 1
(Deputy Chair until March 14, 2024)
Deutsche Lufthansa AG1
(since May 7, 2024)		 Fresenius Kabi AG
(Deputy Chair)
VAMED AG, Austria (Deputy Chair)
Robert Möller Business Segment
Fresenius Helios		 1967 2023 2026 Amper Kliniken Aktiengesellschaft
Helios Kliniken Breisgau-Hochschwarzwald GmbH
Helios Spital Überlingen GmbH
Helios Beteiligungs Aktiengesellschaft
Imaging Service AG
Dr. Michael Moser Legal, Compliance, Risk Manage
ment, Sustainability, Human
Resources, Corporate Audit
and business segment Fresenius
Vamed		 1976 2023 2026 UEE Holding Verwaltungs SE (Enercon)
(since August 23, 2024)		 VAMED AG, Austria

1 Stock-listed company

BOARDS

SUPERVISORY BOARD FRESENIUS MANAGEMENT SE

(General partner of Fresenius SE & Co. KGaA)

Name Occupation Year of birth Membership of statutory supervisory boards
and comparable domestic or foreign supervisory bodies
Initial appointment External positions as at Dec. 31, 2024 Fresenius Group company positions as at Dec. 31, 2024
Wolfgang Kirsch
Chair		 Member of various Supervisory Boards 1955 2020 Adolf Würth GmbH & Co. KG
B. Metzler seel. Sohn & Co. AG (Chair)		 Fresenius SE & Co. KGaA1
(Chair)
Dr. Frank Appel Member of various supervisory boards 1961 2021 Deutsche Telekom AG 1 (Chair)
RWE AG 1
(since May 03, 2024)
Michael Diekmann Member of various Supervisory Boards 1954 2015 Allianz SE 1
(Chair)		 Fresenius SE & Co. KGaA1
(Deputy Chair)
Dr. Heinrich Hiesinger Member of various Supervisory Boards 1960 2020 ZF Friedrichshafen AG (Chair)
BMW AG 1
Deutsche Post AG 1
Dr. Dieter Schenk
Deputy Chair		 Member of several supervisory boards 1952 2010 Gabor Shoes AG (Chair)
TOPTICA Photonics AG (Chair)
Else Kröner-Fresenius-Stiftung (Chair)		 VAMED AG, Austria (Chair)
Susanne Zeidler Supervisory Board Member 1961 2021 Fresenius SE & Co. KGaA1
Dr. Gerd Krick Honorary Chairman of the Supervisory Board
of Fresenius SE & Co. KGaA and
Fresenius Management SE
Dr. Karl Schneider Honorary Member of the Supervisory Board
of Fresenius Management SE

The term of office expires at the end of the Annual General Meeting 2025.

1 Stock-listed company

GROUP MANAGEMENT REPORT

83 Fundamental information about the Group

106 Economic report

131 Overall assessment of the business situation

131 Outlook

137 Opportunities and risk report

148 Sustainability Statement

Sustainability Statement

GROUP MANAGEMENT REPORT. Committed to

life – the health and well-being of patients is Fresenius' top priority. For more than 100 years, we have been combining cutting-edge technology with a focus on patients, paving the way for the therapies of the future. We save and improve lives and health. We provide access to affordable and innovative medical products and clinical care of the highest quality.

FUNDAMENTAL INFORMATION ABOUT THE GROUP

THE GROUP'S BUSINESS MODEL

Fresenius is a global healthcare group in the legal form of an SE & Co. KGaA (a partnership limited by shares). As a therapy-focused healthcare company, Fresenius offers system-critical products and services for leading therapies for the treatment of critically and chronically ill patients.

In addition to the activities of the parent company Fresenius SE & Co. KGaA, Bad Homburg v. d. H., Germany, the operating activities in the 2024 fiscal year were spread across the following legally incorporated, fully consolidated business segments:

  • ► Fresenius Kabi
  • ► Fresenius Helios

As part of the strategic review of the Fresenius Group, since the 2023 fiscal year, we have distinguished between the Operating Companies Fresenius Kabi and Fresenius Helios (each with 100% ownership share) and the Investment Companies Fresenius Medical Care (32% ownership share) and Fresenius Vamed.

For the Operating Companies, the focus is on profitability optimization and growth. For the Investment Company Fresenius Medical Care, the focus is on financial value management.

►

Fundamental information about the Group | Economic report | Overall assessment of the business situation | Outlook | Opportunities and risk report

Sustainability Statement

  • ► Fresenius Kabi specializes in products for the therapy and care of critically and chronically ill patients. The portfolio includes biopharmaceuticals, clinical nutrition, MedTech products, intravenously administered generic drugs (generic IV drugs), and IV fluids.
  • ► Fresenius Helios is Europe's leading private hospital operator. In fiscal year 2024, the company included Helios Germany, Helios Spain, and Eugin Group, which was sold on January 31, 2024. Helios Germany operates more than 80 hospitals, ~220 medical care centers, 27 occupational health centers, and 6 prevention centers. Helios Spain operates 50 hospitals, ~130 outpatient health centers, and more than 300 facilities for occupational health management. Helios Spain is also active in Latin America with 7 hospitals and as a provider of medical diagnostics.

►In 2024, the Fresenius Group initiated a structured exit from its Investment Company Fresenius Vamed. Since Q2 2024, Fresenius Vamed has no longer been a reporting segment of Fresenius. Fresenius Vamed realized projects and provided services for hospitals and other healthcare facilities on an international level. The range of services covered the entire value chain: from development, planning, and turnkey construction to maintenance, technical management, total operational management, and high-end services. The company comprised three functional areas: High-End Services (HES), Health Facility Operations (HFO), and Health Tech Engineers (HTE), and is steered according to the Projects and Services reporting segments.

For further information on Fresenius Vamed, please refer to the section Exit from Fresenius Vamed.

Fresenius Medical Care offers services and products for patients with chronic kidney failure. Dialyzers and dialysis machines are among the most important product lines. In addition, Fresenius Medical Care offers dialysis-related services.

Fresenius SE & Co. KGaA is the largest shareholder of Fresenius Medical Care AG, with a 32% stake. By changing the legal form of Fresenius Medical Care AG & Co. KGaA into a stock corporation, Fresenius Medical Care was deconsolidated in the reporting year 2023. Since November 30, 2023, the investment in Fresenius Medical Care has been accounted for using the equity method in accordance with IAS 28.

Within the Fresenius Group, we provide effective, supportive service and governance functions as part of the operating model, which benefit our business segments and increase the Group's overall capital efficiency. This operating model enables us to steer and improve performance in a more targeted manner in the future based on the Fresenius Financial Framework.

Sustainability Statement

Fresenius operates in more than 60 countries through its subsidiaries. The main markets are Europe with 73% and North America with 13% of revenue, respectively. Fresenius operates an international distribution network and more than 50 production sites.

Fresenius Kabi aims to make a significant contribution to the treatment and care of critically and chronically ill patients with its products and services. In this area of care particularly, the need for high-quality, modern, and affordable therapies is growing, as the proportion of chronic diseases is steadily increasing.

Fresenius Kabi is one of the leading companies in Europe for large parts of its product portfolio and has significant market shares in the growth markets of Asia-Pacific and Latin America. Furthermore, Fresenius Kabi is one of the leading companies in the field of generic IV drugs both in the U.S. market and in Europe.

Fresenius Helios is Europe's leading private hospital operator. Helios Germany and Helios Spain are the largest private hospital operators in their respective home markets.

In fiscal year 2024, the global economy has remained resilient, with inflation continuing to ease and global trade recovering, albeit with differences across geographies and sectors. Labor market tightness has also eased, although unemployment rates generally remain at or close to historical lows.

Further, the structural growth drivers in the non-cyclical healthcare markets are still in place.

The legal framework for the operating business of the Fresenius Group remained essentially unchanged in 2024.

Fluctuating exchange rates, particularly between the U.S. dollar and the euro, have an effect on the income statement and the balance sheet. In 2024, the average annual exchange rate between the U.S. dollar and the euro of 1.08 remained on the prior-year level (2023: 1.08). Details of this can be found in the statement of comprehensive income on page 304. The extraordinarily high inflation in Argentina and the associated devaluation of the Argentinian peso had a negative impact on the consolidated income statement.

In the reporting year, the Fresenius Group was involved in various legal disputes resulting from business operations. Although it is not possible to predict the outcome of these disputes, none is expected to have a significant adverse impact on the assets and liabilities, financial position, and results of operations of the Group. Further information regarding legal matters can be found on page 366 of the Notes.

We carefully monitor and evaluate country-specific, political, legal, and financial conditions regarding their impact on our business activities. This also applies to the potential impact of inflation and currency risks.

In the legal form of a KGaA, the Company's corporate bodies are the Annual General Meeting, the Supervisory Board, and the general partner, Fresenius Management SE. Fresenius Management SE is wholly owned by Else Kröner-Fresenius-Stiftung. The KGaA has a two-tier management system -- management and control are strictly separated.

The general partner, represented by its Management Board, conducts the business, and represents the Company in dealings with third parties. The Management Board consists of five members. According to the Management Board's rules of procedure, each member is accountable for his or her own area of responsibility. However, the members have joint responsibility for the management of the Group. In addition to the Supervisory Board of Fresenius SE & Co. KGaA, Fresenius Management SE has its own Supervisory Board. The Management Board is required to report to the Supervisory Board of Fresenius Management SE regularly, in particular on its corporate policy and strategies. In addition, the Management Board reports on business profitability, current operations, and any other matters that could be of significance for the Company's profitability and liquidity. The Supervisory Board of Fresenius Management SE also advises and supervises the Management Board in its management of the Company. It is prohibited from managing the Company directly. However, the Management Board's rules of procedure require that certain transactions obtain the prior approval of the Supervisory Board of Fresenius Management SE.

The members of the Management Board are appointed and dismissed by the Supervisory Board of Fresenius Management SE. Appointment and dismissal is in accordance with Article 39 of the SE Regulation1. The articles of association of Fresenius Management SE also provide that deputy members of the Management Board may be appointed.

Sustainability Statement

The Supervisory Board of Fresenius SE & Co. KGaA ad-

vises on and supervises the management of the Company's business by the general partner, reviews and approves the annual financial statements and the consolidated financial statements, and performs the other functions assigned to it by law and the Company's articles of association. It is involved in corporate planning and strategy, and in all matters of fundamental importance for the Group. The Supervisory Board of Fresenius SE & Co. KGaA has six shareholder representatives and six employee representatives. A Nomination Committee of the Supervisory Board of Fresenius SE & Co. KGaA has been instituted for election proposals for the shareholder representatives. Its activities are aligned with the provisions of law and the Corporate Governance Code. The shareholder representatives are elected by the Annual General Meeting of Fresenius SE & Co. KGaA. The European works council elects the employee representatives to the Supervisory Board of Fresenius SE & Co. KGaA.

The Supervisory Board must meet at least twice per calendar half-year. The Supervisory Board of Fresenius SE & Co. KGaA has two permanent committees: the Audit Committee, consisting of five members, and the Nomination Committee, consisting of three members. The members of the committees are listed on page 79 of this Annual Report. The Company's annual corporate governance declaration pursuant to Section 315d and Section 289f of the German Commercial Code (HGB) describes the procedures of the Supervisory Board's committees on page 31 f. The declaration can also be found on the website www.fresenius.com/corporate-governance.

The descriptions of both the compensation system and individual amounts paid to the Management Board and Supervisory Board of Fresenius Management SE, and the Supervisory Board of Fresenius SE & Co. KGaA, are included in the Compensation Report on pages 43 ff. of this Group Annual Report.

The subscribed capital of Fresenius SE & Co. KGaA amounted to 563,237,277 ordinary shares as of December 31, 2024 (December 31, 2023: 563,237,277).

The shares of Fresenius SE & Co. KGaA are non-parvalue bearer shares. Each share represents €1.00 of the capital stock. Shareholders' rights are regulated by the

German Stock Corporation Act (AktG -- Aktiengesetz) and the articles of association.

Fresenius Management SE, as general partner, is authorized, subject to the consent of the Supervisory Board of Fresenius SE & Co. KGaA: to increase the subscribed capital of Fresenius SE & Co. KGaA by a total amount of up to €125 million, until May 12, 2027, through a single issuance or multiple issuances of new bearer ordinary shares against cash contributions and/or contributions in kind (Authorized Capital I).

Fundamental information about the Group | Economic report | Overall assessment of the business situation | Outlook | Opportunities and risk report

Sustainability Statement

In principle, the shareholders shall be granted a subscription right. In certain cases, however, the right of subscription can be excluded.

In addition, there are the following Conditional Capitals according to the articles of association of March 7, 2024:

  • ► The subscribed capital is conditionally increased by up to €4,735,083.00 through the issuance of new bearer ordinary shares (Conditional Capital I). The conditional capital increase will only be executed to the extent that convertible bonds for ordinary shares have been issued under the 2003 Stock Option Plan and the holders of these convertible bonds exercise their conversion rights. Following the expiry of the 2003 Stock Option Plan in 2018, Conditional Capital I is no longer used.
  • ► The subscribed capital is conditionally increased by up to €3,452,937.00 through the issuance of new bearer ordinary shares (Conditional Capital II). The conditional capital increase will only be executed to the extent that subscription rights have been issued under the 2008 Stock Option Plan, the holders of these subscription rights exercise their rights, and the Company does not use its own shares to service the subscription rights or does not exercise its right to make payment in cash. Following the expiry of the 2008 Stock Option Plan in 2020, Conditional Capital II is no longer used.

The general partner is authorized, with the approval of the Supervisory Board, until May 12, 2027, to issue option bearer bonds and/or convertible bearer bonds, once or several times. To fulfill the granted subscription rights, the subscribed capital of Fresenius SE & Co. KGaA was increased conditionally by up to €48,971,202.00 through issuance of new bearer ordinary shares (Conditional Capital III).

The conditional capital increase shall only be implemented to the extent that the holders of convertible bonds issued for cash, or of warrants from option bonds issued for cash, exercise their conversion or option rights and as long as no other forms of settlement are used. As of December 31, 2024, Fresenius had not utilized this authorization.

►The share capital is conditionally increased by up to €22,824,857.00 by the issuance of new ordinary bearer shares (Conditional Capital IV). The conditional capital increase will only be implemented to the extent that subscription rights have been, or will be, issued in accordance with the Stock Option Program 2013 and the holders of subscription rights exercise their rights, and the Company does not grant its own shares to satisfy the subscription rights. As of December 31, 2024, Fresenius had not utilized this authorization.

The Company is authorized, until May 12, 2027, to purchase and use its own shares up to a maximum amount of 10% of the subscribed capital. In addition, when purchasing its own shares, the Company is authorized to use equity derivatives with possible exclusion of any tender right. The Company had not utilized this authorization as of December 31, 2024.

As the largest shareholder, Else Kröner-Fresenius-Stiftung, Bad Homburg, Germany, informed the Company on December 17, 2024, that it held 151,842,509 ordinary shares of Fresenius SE & Co. KGaA. This corresponds to an equity interest of 27.0% as of December 31, 2024.

Amendments to the articles of association are made in accordance with Section 278 (3) and Section 179 (2) of the German Stock Corporation Act (AktG) in conjunction with Article 17 (3) of the articles of association of Fresenius SE & Co. KGaA. Unless mandatory legal provisions require otherwise, amendments to the articles of association

require a simple majority of the subscribed capital represented in the resolution. If the voting results in a tie, a motion is deemed rejected. Furthermore, in accordance with Section 285 (2) sentence 1 of the German Stock Corporation Act (AktG), amendments to the articles of association require the consent of the general partner, Fresenius Management SE. The Supervisory Board is entitled to make such amendments to the articles of association that only concern their wording without a resolution of the Annual General Meeting.

Under certain circumstances, a change of control would impact our major long-term financing agreements, which contain customary change of control provisions that grant creditors the right to request early repayments of outstanding amounts in case of a change of control. The majority of our financing arrangements, in particular our bonds placed in the capital markets, however, require that the change of control is followed by a decline or a withdrawal of the Company's rating or that of the respective financing instruments.

Sustainability Statement

STRATEGY AND GOALS

At Fresenius, we live up to our promise of being committed to life. We save and improve human lives with affordable, accessible, and innovative healthcare products and the highest quality in clinical care. In doing so, we consider significant paradigm shifts in the healthcare environment with regards to biologic products and therapies, technological change, and new forms of data generation, processing, and usage.

Patients are always in the focus of our activities. Our vision is to be the trusted, market-leading healthcare company that unites cutting-edge technology and human care to shape next-level therapies.

Our portfolio targets three platforms: (Bio)Pharma -- including clinical nutrition, MedTech, and Care Provision. With these platforms, we cater to major trends in healthcare and are becoming a more therapy-focused company. The health and quality of life of our patients is at the core. At the same time, our platforms address attractive value pools in healthcare, which will provide opportunities for future profitable growth. Hence, we orient our portfolio towards businesses that enable a strong focus on margins and capital returns, and the highest ambitions for operational excellence and competitiveness.

Fresenius operates in key healthcare areas. We continuously develop our business segments and strive to assume leading positions in system-critical healthcare markets and segments.

At the same time, we hold ourselves accountable to the highest standards of quality and integrity. All of our business segments make an overall contribution to increasing the quality, affordability, and efficiency of healthcare as well as patient satisfaction. At the same time, we care for our environment by protecting nature and using its resources carefully.

Fresenius Kabi's commitment is to improving the quality of life of its patients. The quality and safety of its products and services is thus of paramount importance to Fresenius Kabi.

Fresenius Helios hospitals are characterized by high standards of treatment quality, hygiene, patient safety, and quality of care.

At Fresenius, we combine our medical expertise with extensive production capacities, and clinical practice with technology know-how to continuously improve therapies for our patients. We will continue building on our strength in technology, our competence and quality in patient care, and our ability to manufacture cost-effectively. Developing products and systems that provide a high level of safety and user-friendliness and enable tailoring to individual patient needs is an inherent part of our strategy of sustainable and profitable growth. We plan to develop more effective products and treatment methods in order to offer best-inclass medical standards. Digitalization is playing an increasingly important role -- whether it is in healthcare facilities or in production. It drives innovative technologies and treatment concepts and can contribute to solving numerous challenges in the healthcare system.

The commitment of our more than 176,000 employees worldwide is key for the success and sustained growth of Fresenius. We firmly believe in a culture of diversity, as we are convinced that different perspectives, opinions, experiences, and values enable Fresenius to continue successfully growing as a global healthcare company.

To tackle the upcoming challenges and be able to continue to grow as a company, attracting new employees is key. Not only do we try to attract new talent, but also do everything we can to retain and develop our employees over the long term. We offer a variety of flexible workingtime models and incentive programs to ensure that our long-term needs for highly qualified employees are met. Furthermore, we offer our employees attractive opportunities to develop their careers in an international and dynamic environment.

The Fresenius Group offers a broad spectrum of systemcritical products and services for the health and quality of life of our patients. Our business segments hold leading positions in key areas of healthcare, and all of them are continuing to execute their respective strategic priorities to sustain leadership and contribute significantly to the benefit of healthcare systems. At the level of the Fresenius Group, we manage the strategic direction of the Group, and orient our portfolio towards value-maximizing business areas and maximum patient impact.

Sustainability Statement

With its Vision 2026, Fresenius Kabi has developed a strategic plan to transform the company for the next decade and to better capture new growth opportunities. Fresenius Kabi will continue to focus on high-quality products for critically and chronically ill patients. Within this clear direction, Fresenius Kabi has defined three growth vectors, alongside the strengthening of the resilience of our volume businesses (3+1 strategy). The growth vectors are:

  • ► the broadening of our biopharmaceutical offering,
  • ► further rollout of clinical nutrition,
  • ► expansion in the MedTech area.

We consistently pursued our segment strategy in FY/2024. Fresenius Kabi and mAbxience form a complete, vertically integrated biopharmaceutical business, that holds a strong portfolio and pipeline, provides extensive and cost-efficient manufacturing, and is strengthening the targeted commercial footprint in Fresenius Kabi's and mAbxience's target regions. In addition, Fresenius Kabi and mAbxience continue to strengthen the biopharma business and strategic network through new agreements and partnerships.

Successful market launches have made Fresenius Kabi the leading provider of intravenous lipid nutrition in North America. This strengthens the global clinical nutrition business beyond its solid base in Europe, Latin America, and Asia-Pacific.

Our MedTech business has been further strengthened by Ivenix. With the award-winning Ivenix infusion system, we are entering the infusion therapy market in the United States. The design of the Ivenix infusion system is easier to use than conventional systems and increases the safety of infusions. The pump also works seamlessly with other systems.

In parallel, Fresenius Kabi has continued to build resilience in its volume-driven IV business and is extending the portfolio with continued launches in all regions.

Fresenius Helios wants to further strengthen its position as the leading private healthcare service provider in Europe.

Helios Germany will continue to focus its offerings on cross-sector healthcare, further specialize hospitals, and coordinate their respective medical service portfolios within regional structures. In regional competence centers, we are already pooling expertise in various specialist areas in order to achieve the best treatment results for our patients. We will continue to drive this clustering forward in the future in order to further enhance medical quality. We intend to exploit the growth potential in the outpatient sector by linking our medical care centers (MVZs) even more closely with hospitals. In addition, we will seize the newly created regulatory opportunity of daytime inpatient treatment as a further form of care. We also aim to increase the efficiency of our energy consumption in the interests of sustainability and climate protection.

In Spain, we expect demand for hospital and other healthcare services to continue to rise. We aim to integrate our diverse range of inpatient and outpatient services even better and further expand them across the entire network of sites. We will selectively consider building new clinics and expanding existing hospital sites.

Fresenius Helios consistently puts focus on the strategic factors of medical excellence, innovation, and service quality in order to attract patients. Our focus here is on optimal treatment quality as well as patient satisfaction.

Fresenius Helios is constantly advancing its digitalization agenda in order to further improve patient care and service, building on our already extensive digital offering in particular through the Quirónsalud patient portal and app. Alongside the digitalization of our documents and internal processes, we will focus even more strongly on the digitalization of direct clinical processes and clinical decision support in the future. In doing so, we also want to make responsible use of the opportunities offered by artificial intelligence.

Fresenius Helios' strategy update was transparently presented at a Capital Markets Day in June 2024.

In the 2024 fiscal year, we further advanced our #Future-Fresenius program in order to transform our Group and position it for the coming decades. We continued to make great progress in the 2024 fiscal year, in both the structural and financial progression of the Group, and kept the transformation momentum.

The healthcare industry has a long runway for growth, which will be accelerated by quickly evolving technologies, new therapies such as biopharmaceuticals, more and more professional steering of patient journeys, and a true digital revolution. We want Fresenius to be at the forefront of these trends and have thus charted our course for continued system relevance in our businesses.

The first step of this journey was a Reset: strengthening our return focus, driving structural productivity, and creating change momentum across the organization. The next step in the journey was the Revitalize phase, with continuous portfolio optimization and the pursuit of growth verticals. In fiscal year 2025, we will start the rejuvenate phase, in which we aim to grow profitably along our strategic platforms. In addition to the disciplined continued development

Sustainability Statement

of our portfolio, we will also succeed in driving forward future-oriented innovations.

After the deconsolidation of Fresenius Medical Care and targeted divestments in fiscal year 2023, we further sharpened the focus of the portfolio in 2024 with a structured exit from Fresenius Vamed, achieving structural simplification. Financial progression was further driven based on the clear structures and responsibilities defined with the new operating model as well as rigorous productivity measures. The Fresenius Financial Framework enabled us to steer and enhance performance more effectively in 2024 and will continue to guide us in the future.

We have executed a comprehensive diagnosis of our Group portfolio at sub-segment level, in order to highlight growth opportunities aligned with market trends, further refine our management approach for each business we operate, and identify areas to strengthen our portfolio focus.

Going forward, we want to increasingly orient our portfolio to three platforms: (Bio)Pharma -- including clinical nutrition, MedTech, and Care Provision. With these platforms, we cater to major trends in healthcare and are becoming a more therapy-focused company. The health and quality of life of our patients who we serve with high-quality, affordable products and services is at the core. At the same time, our platforms address attractive value pools in healthcare, which will provide opportunities for future profitable growth.

We will pursue growth investments in the health care products and services of tomorrow through our operating companies Fresenius Kabi and Fresenius Helios, thus focusing on our core business areas. This will ensure that we have a solid capital structure and sufficient funds to seize future growth opportunities. Within the Fresenius Group, we will -- under the operating model initiated in 2023 -- provide strategic direction, effective governance and risk management, and provide targeted services to the benefit of our segments and the overall capital efficiency of the Group.

While fundamentally healthy and geared toward long-term growth, our market environment is also characterized by typical macro headwinds that challenge our operations and increase our cost base. With that in mind, we have continued our focus on structural productivity and are running corresponding programs in all our business segments and at the corporate center.

Structural productivity improvements are expected to offset market headwinds and to create financial flexibility for future growth investments in the coming years.

The Group-wide cost and efficiency measures have progressed faster than planned. The target for annual sustainable cost savings of ~€400 million at EBIT level has already been achieved with accumulative savings totaling €408 million at the end of Q3/2024. Originally, the target was expected to be achieved by year-end 2025. A total of €474 million in savings was realized by the end of 2024. Onetime costs of around €144 million were incurred in fiscal year 2024 to achieve these savings. These costs will continue to be classified as special items in line with previous practice.

Fresenius will continue its efforts to increase structural productivity. So far, Fresenius Kabi has delivered the majority of the savings. Going forward, Fresenius Helios is expected to increase its operational excellence as part of a dedicated performance program focused on improving clinical processes, improving non-patient-facing areas as well as synergies and procurement. In total, the program is expected to contribute around €100 million to EBIT in fiscal year 2025.

Sustainability Statement

In May 2024, the Fresenius Group initiated the structured exit from its investment company Fresenius Vamed. Based on an overall plan, the exit takes place in the following major steps:

  • ► the sale of a 70% majority stake in Vamed's rehabilitation business to PAI Partners. The transaction was largely closed on September 30, 2024.
  • ► the sale of Vamed's activities in Austria to an Austrian consortium of construction companies Porr and Strabag. The transaction is expected to be completed in the first half of 2025.
  • ► The Health Tech Engineering (HTE) business unit, which is responsible for the international project business and accounts for approximately 15% of Vamed's revenue, will gradually be scaled back in an orderly manner. The process should largely be completed by 2026. Current project contracts will be fulfilled. Until then, the business will be reported as a special item separate from Fresenius' core business. On February 3, 2025, the Fresenius Group announced that it entered an agreement with Worldwide Hospital Group (WWH), a healthcare company based in Germany, to fully divest Vamed's international project business (Health Tech Engineering, HTE). Closing is expected mid-2025 and subject to the fulfillment of certain closing conditions. The transaction involves the transfer of liquidity and is expected to result in a negative special item amounting up to a low three-digit million euro amount.

The Vamed High-End Services (HES) business unit, which provides services for Fresenius Helios and other hospitals, was transferred to Fresenius.

Since May 2024, in accordance with IFRS 5, the Vamed activities in Austria have been reported as a separate item (discontinued operations) in the consolidated statement of income and the consolidated statement of cash flows as well as in the consolidated statement of financial position (assets held for sale). The rehabilitation business is also reported as a separate item in the consolidated statement of income, the consolidated statement of financial position and the consolidated statement of cash flows in accordance with IFRS 5 for the period from May 2024 until its disposal in October 2024. Since October 1, 2024, the investment has been accounted for using the equity method in accordance with IAS 28.

The relevant IFRS require valuation at fair value, which is derived from the purchase prices, if the fair value is below the carrying amount of the net assets. In the consolidated financial statements of the Fresenius Group, mainly non-cash special items of €605 million were recognized due to the Vamed exit, of which €464 million were attributable to the shareholders of Fresenius SE & Co. KGaA and €141 million to the noncontrolling interests of the Fresenius Group. This includes a deconsolidation gain of €3 million as part of the sale of the rehabilitation business as at September 30, 2024, which mainly resulted from the reclassification of currency translation differences from other comprehensive income to consolidated net income and other consolidation effects. The special items are reported as part of net income from discontinued operations.

Due to the application of IFRS 5, the prior year figures have been adjusted in the consolidated statement of income and the consolidated statement of cash flows.

Spread over several years, the exit from the project business is expected to result in special items in the high three-digit million euro range which will mainly be cash effective. The special items will be recognized in the consolidated statement of financial position if and to the extent that the respective recognition criteria are met.

As a result of the exit from the project business, Fresenius Vamed remeasured the business activities to be wound down and recognized special items of €473 million in fiscal year 2024.

In fiscal year 2023, Fresenius comprehensively analyzed Fresenius Vamed and initiated an extensive transformation of the company's organization. As part of this transformation, Fresenius Vamed remeasured the affected business activities in fiscal year 2023 and recognized special items of €554 million.

The special items recognized in fiscal years 2024 and 2023 are attributable in particular to impairments of contract assets, receivables and inventories as well as of loans and investments and to restructuring expenses as well as the recognition of corresponding provisions. These special items are largely non-cash items.

As of January 1, 2025, Fresenius operates the hospital services business, previously owned by Vamed, as a Fresenius subsidiary under the name Fresenius Health Services (FHS). Enrico Jensch, previously Chief Operating Officer of Helios Germany, is CEO of FHS. At the Fresenius Management Board level, Robert Möller (CEO Fresenius Helios) is responsible for FHS.

Fresenius Health Services supports healthcare facilities in operating an efficient and needs-based technical infrastructure. The company offers comprehensive services and advice on medical technology, operating technology, and sterile supply.

Sustainability Statement

At Fresenius, our collective actions have always been driven by our enormous passion and the strongest possible commitment to patients. On our pathway to #FutureFresenius, we want to nurture this passion, and combine it with a strong appetite for change, preparing us for the dynamic shifts in the healthcare industry for the best of our patients. As part of #FutureFresenius, we aim to embrace new ways of working and establish a culture of excellence, where we measure ourselves against the best and maintain trusting dialog that welcomes diverse perspectives. Throughout our company, we engage in such trusting dialog with our employees, stakeholders, and external partners, and our global top leaders are agreed about the need for change. We aim to continuously pick up the pace of change and improvement and use this momentum to create #FutureFresenius.

For Fresenius, sustainability is an integral part of its business model. The Company is working to establish global sustainability standards and continuously improve its own sustainability performance. To this end, Fresenius continued to drive forward its ESG (Environment, Social, Governance) initiatives in fiscal year 2024.

Fresenius has set climate targets for the Group complementing its existing sustainability targets and programs. The Company aims to be climate-neutral in Scope 1 and Scope 2 by 2040 and to reduce 50% of absolute Scope 1 and Scope 2 emissions by 2030 compared to 2020 levels. On June 27, 2024, Fresenius announced an additional decarbonization target: The Company aims to become net zero along the entire value chain by 2050, this includes Scope 1 and Scope 2 as well as also material Scope 3 emissions. The latter were initially reported for fiscal year 2023.

Further information on our sustainability organization and measures can be found in the Sustainability Report starting on page 155.

Sustainability Statement

CORPORATE PERFORMANCE CRITERIA

The Management Board makes strategic and operational management decisions based on our Group-wide performance indicators for growth, profitability, liquidity, capital efficiency, and capital management. The most important financial performance indicators for us are explained below and a definition is provided in the glossary of financial terms on pages 403 to 404.

As part of the Fresenius Financial Framework, we have defined ambition levels (growth bands, among others EBIT margin) for the business segments. These serve as an ambition level for the internal management of our business sectors and are benchmarked against leading competitors.

The key figures for the financial performance indicators for 2025 of the Group and the business segments can be found in the Outlook section on pages 135 f.

For Fresenius, currency-adjusted revenue growth, in particular organic revenue growth in the Group and in the business segments, is of central importance for managing revenue growth. It shows the growth of our business that comes from our own resources and not from acquisitions, divestitures, or currency translation and hyperinflation effects. Currency translation effects are for example the difference between revenue in the reporting period at the exchange rates of the reporting period, less revenues in the reporting period at the exchange rates of the comparative period. A portfolio effect takes place in the case of an acquisition or divestment. Any portfolio effect is excluded for 12 months after the end of the relevant transaction in the reporting or comparative period, after which both current and prior periods fully reflect the portfolio change.

In the Fresenius Financial Framework, organic revenue growth represents the key performance indicator for the Group's growth and that of the business segments. With the Fresenius Financial Framework, we have defined annual organic revenue growth ranges (ambition levels) for the Operating Companies.

AMBITION LEVEL OF ANNUAL ORGANIC REVENUE GROWTH

OP
ING
CO
IES
ER
AT
MP
AN		 Org
ani
c
rev
enu
e
wth
gro
p.a
ius
bi
Fre
Ka
sen		 4--
7%
Fre
ius
He
lios
sen		 4--
6%

At Group level, we primarily use earnings before interest and taxes (EBIT) and EBIT growth in constant currency.

As part of the new Fresenius Financial Framework, we have defined annual margin bands (ambition levels) for the business segments. These serve as an ambition level for the internal management of our business sectors and are benchmarked against leading competitors. At the Fresenius Helios Capital Markets Day in June 2024, we raised the structural EBIT margin ambition range for this business segment from 9% to 11% to 10% to 12%. In February 2025, we raised the structural EBIT margin ambition range for Fresenius Kabi from 14% to 17% to 16% to 18%. The annual EBIT margin is defined as earnings before interest and taxes divided by revenue.

To improve comparability of operating performance over several periods, the earnings figure is adjusted for special items where necessary.

AMBITION LEVEL OF ANNUAL EBIT MARGIN BANDS

EB
IT
in
ma
rg
ba
nd
s
p.a
OP
ER
AT
ING
CO
MP
AN
IES
ius
bi
Fre
Ka
sen		 16-
-18
%
Fre
ius
He
lios
sen		 10-
-12
%

Sustainability Statement

Within the Group, cash conversion rate (CCR) was used as the main liquidity indicator in fiscal year 2024. CCR is defined as the ratio of adjusted free cash flow (cash flow before acquisitions and dividends; before interest, taxes, and special items) to operating income (EBIT) before special items. This allows us to assess our ability to generate cash and pay dividends, among other things. The ambition level for the CCR is around 1.0, considering the growth profile of the respective year.

Fresenius is committed to generating attractive and predictable dividend yields as set out in the Fresenius Financial Framework. As part of the full-year reporting in February 2025, Fresenius defined a new dividend policy. Our target is to distribute ~30-40% of core net income (net income excluding FMC, before special items). The new dividend policy reflects the capital allocation priorities in line with the #FutureFresenius strategy. It also underscores our intention to reinvest in growth, reduce leverage, maintain a solid investment-grade rating and provide attractive shareholder returns.

We work as profitably and efficiently as possible with the capital provided to us by shareholders and lenders.

Under the Fresenius Financial Framework, the Group's capital efficiency is managed on the basis of return on invested capital (ROIC). This serves as an ambition level for the internal management of our Group. We aim to achieve a ROIC (including goodwill) of between 6% and 8%. An overview of the return on invested capital by business area can be found in the Group Management Report on page 130.

We use the ratio of net debt and EBITDA as the key parameter for managing the capital structure. This measure indicates the degree to which a company is able to meet its payment obligations. Our business segments usually hold leading positions in growing and mostly non-cyclical markets. Since the majority of our customers are of high credit quality, they generate mainly stable, predictable cash flows. According to the management assessment, the Group is therefore able to use debt to finance its growth to a greater extent than companies in other industries.

Due to the improved earnings situation and debt reduction in the 2024 fiscal year, the Management Board revised the self-defined target range for the leverage ratio to 2.5× to 3.0× (previously: 3.0× to 3.5×) as part of the full-year reporting in February 2025.

Sustainability Statement

NON-FINANCIAL PERFORMANCE TARGETS

In fiscal year 2024, sustainability was included as a non-financial performance target in the Management Board compensation system (Short-Term Incentive; STI). The KPIs cover the key sustainability topics of medical quality/patient satisfaction and employees. An additional ESG component is included in the long-term compensation of the Management Board, as explained in the Compensation Report on page 43 ff.

The topic of employees is evaluated with the key figure of the Employee Engagement Index (EEI) for the Fresenius Group. The indicator measures how positively employees identify with their employer, how committed they feel, and how engaged they are at work. The index is the weighted average of engagement scores derived from a business segment's entities included in the survey. The EEI is measured within the range of 1 (strongly disagree) to 6 (strongly agree).

For the 2025 fiscal year, Fresenius is targeting an EEI of 4.33 (corresponds to 100% target achievement).

The Medical Quality topic is made up of equally weighted key performance indicators defined at business segment level. The key figures are based on their respective materiality for the business model.

  • ► Fresenius Kabi: Audit & Inspection Score
  • ► Fresenius Helios: Inpatient Quality Indicator

The Audit & Inspection Score at Fresenius Kabi is based on the number of critical and serious non-conformances from regulatory GMP inspections and the number of serious non-conformances from TÜV ISO 9001 audits in relation to the total number of inspections and audits performed. The score shows how many deviations were identified on average during the inspections and audits considered (scale >0).

For the 2025 fiscal year, Fresenius Kabi is targeting an Audit & Inspection Score of no more than 2.3 (100% target achievement).

The Inpatient Quality Indicator at Fresenius Helios comprises the measurement of a set of standardized German inpatient quality indicators (G-IQI / E-IQI). These are based on routinely collected hospital billing data from hospital information systems. The number of indicators achieved compared to the total number of indicators is calculated to measure the overall success rate. There is individual target setting and measurement of target achievement in the two Helios segments Helios Germany and Helios Spain. Subsequently, target achievement is consolidated at Helios company level with equal weighting (50% each) for Executive Board compensation. The Inpatient Quality Indicator is measured on a scale of 0% to 100%.

For the 2025 fiscal year, Helios Germany is targeting an Inpatient Quality Indicator (G-IQI) score of at least 88% (100% target achievement); an Inpatient Quality Indicator (E-IQI) score of at least 75% (100% target achievement) is targeted for Helios Spain. The differences in the values between the two countries are a result of the adaptation of quality measurement to the German standard in Spain, which was then gradually rolled out in the clinics.

Further information can be found in the Compensation Report starting on page 43.

Employees Medical Quality
Employee Engagement
Index (EEI)
Fresenius Group		 Fresenius Kabi
Audit & Inspection Score
Fresenius Helios
Inpatient Quality Indicator
(G-IQI) Score

Sustainability Statement

Our investments and acquisitions are carried out based on a detailed coordination and evaluation process. As a first step, the Management Board sets the Group's investment targets and the budget based on investment proposals. In the next step, the respective business segments, the relevant corporate functions and internal committees determine the proposed projects and measures, taking into account the overall strategy, the total investment budget, and the required and potential return on investment. We evaluate investment projects based on commonly used methods, such as internal rate of return (IRR) and net present value (NPV). Within the framework of the due diligence process, opportunities and risks associated with the potential acquisition target are analyzed and assessed. To this end, we review the business model, the key financial figures, potential synergies and tax issues, and the resulting company valuation. In addition, we comprehensively analyze the market and competitive environment, the regulatory framework, and the legal aspects. The audit also covers various issues relating to compliance, production, research and development, quality, information technology, human resources, and the environment. Based on investment volume, a project is submitted for approval to the executive committees or respective managements of the business segments, to the Group Management Board of Fresenius Management SE, and/or, if applicable, also additionally for the consent of its Supervisory Board.

You can find more details on our key performance indicators in our interactive tool on our website at www.fresenius.com/interactive-tool.

Sustainability Statement

GROUP1

Am
biti
leve
ls 2
024
on		 243
Tar
s 20
get		 202
4		 202
3		 202
2		 202
1		 202
0
Rev
h (
ic)
wt
en
ue
gro
org
an		 - 6--
8%		 8% 6% 5% 6% 3%
EB
IT
h (
in c
)
wt
tan
t c
gro
ons
urr
enc
y		 - 8--
11
%		 10
%		 2% -10
%		 12
%		 -8%
Liq
uid
ity
ita
d c
l m
ent
an
ap
an
ag
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Cas
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ion
te
onv
ers
ra		 Aro
und
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und
1		 1.0 1.0 0.9 0.9 0.8
of t
At
the
lo
nd
he
we
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tar
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ge
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r
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t d
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BIT
DA		 3.0
3.5
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×		 of
3.0
o 3
.5×
× t		 3.0
×		 3.8
×		 3.8
×		 3.6
×		 4.1
×
Ca
ita
l ef
fic
ien
p
cy
in
ita
OIC
Ret
ted
l (R
)
urn
on
ves
ca
p		 6--8
%		 6%
Ab
ove		 6.2
%		 5.2
%		 5.6
%		 6.2
%		 5.9
%

BUSINESS SEGMENTS1

Am
biti
leve
ls 2
024
on		 243
Tar
s 20
get		 202
4		 202
3		 202
2		 202
1		 202
0
ius
bi
Fre
Ka
sen
ic)
Rev
h (
wt
en
ue
gro
org
an		 4--
7%		 Mi
d-t
o-h
ig
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ing
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ig
it
th
tag
per
cen
e g
row		 10
%		 7% 3% 4% 4%
EB
IT
in
ma
rg		 14-
-17
%		 Bet
15-
-16
%
we
en		 15.
7%		 14.
3%		 13.
8%		 16.
0%		 15.
7%
ius
lios
Fre
He
sen
Rev
h (
ic)
wt
en
ue
gro
org
an		 4--
6%		 Mi
d-s
ing
le-d
ig
it
th
tag
per
cen
e g
row		 6% 5% 6% 7% 4%
EB
IT
in
ma
rg		 10-
-12
%		 Bet
10-
%
-11
we
en		 10.
1%		 10.
0%		 10.
1%		 10.
3%		 10.
4%

1 The previous year's figures were adjusted due to the deconsolidation of Fresenius Medical Care. Growth rates are based on the assumptions of the respective annual forecasts and are adjusted for special items and, if applicable, other effects affecting the underlying growth (adjustments to new accounting standards, acquisitions/divestments,

acquisition costs, or cost-saving programs). 2020-2023 not adjusted for Vamed exit. 2 Both net debt and EBITDA calculated at LTM average exchange rates; pro forma closed acquisitions / divestitures; before special items;

including leasing liabilities and Fresenius Medical Care dividend

3 Most recent November 2024

Sustainability Statement

Am
biti
leve
ls
on		 Tar
s 20
24
get		 202
4		 202
3		 202
2		 202
1		 202
0
Em
loy
p
ees
Em
loy
En
In
dex
(E
EI)
ent
p
ee
gag
em		 4.3
3		 4.0
2		 41
4.2		 Qu
alit
ativ
e
ent
me
asu
rem		 Qu
alit
ativ
e
ent
me
asu
rem		 n.a
Me
dic
al
Qu
alit
/ P
ati
Sa
tis
fac
tio
ent
y
n
Fre
ius
Ka
bi
Au
dit
& I
ion
Sc
ect
sen
nsp
ore		 No
th
2.3
m
ore
an		 1.7 1.9 Qu
alit
ativ
e
ent
me
asu
rem		 Qu
alit
ativ
e
ent
me
asu
rem		 n.a
Fre
ius
He
lios
Ge
In
tie
nt
sen
rm
any
pa
Qu
alit
Ind
ica
(G
-IQ
I) S
tor
y
cor
e		 At
lea
st 8
8%		 90
.7%		 88
.7%		 Qu
alit
ativ
e
ent
me
asu
rem		 Qu
alit
ativ
e
ent
me
asu
rem		 n.a
Fre
ius
He
lios
Sp
ain
In
tie
nt
sen
pa
Qu
alit
Ind
ica
(E
-IQ
I) S
tor
y
cor
e		 At
lea
st 5
5%		 73
.3%		 76
.7%		 Qu
alit
ativ
e
ent
me
asu
rem		 Qu
alit
ativ
e
ent
me
asu
rem		 n.a

1 Including Fresenius Medical Care

Sustainability Statement

RESEARCH AND DEVELOPMENT

New product and process development and the improvement of therapies are at the core of our strategy. Research and development activities mainly take place in the Fresenius Kabi business segment. We focus our R & D efforts on our core competencies in the following areas:

  • ► Generic IV drugs
  • ► Biopharmaceuticals
  • ► Infusion and nutrition therapies
  • ► Medical devices

Apart from new products, we are concentrating on developing optimized or completely new therapies, treatment methods, and services. Research services provided by third parties are mainly used by Fresenius Kabi, especially in the field of biopharmaceuticals.

As of December 31, 2024, there were 2,510 employees in research and development (2023: 2,522).

Our main research sites are in Europe, the United States, and India. Product-related development activities are also carried out in China.

Group research and development expenses1,2 were €636 million (2023: €607 million) in the fiscal year. Research and development expenses1,2 at Fresenius Kabi accounted for 7.5% of Fresenius Kabi´s total revenue (2023: 7.5%).

Fresenius Kabi's research and development activities concentrate on products for the therapy and care of critically and chronically ill patients. Our products are used where the patient is most at risk: in emergency medicine, intensive care, special care, and for those who need to be treated in hospital or as an outpatient for a longer period of time. In these patient groups, every single step is essential for the success of the therapy. Products of Fresenius Kabi

make a crucial contribution to the success of the treatment and the interaction between medicine and technology is highly important.

We consider it our task to develop products that help to support medical advancements in acute and post-acute care and improve patients' quality of life. At the same time, our products are intended to enable an increasing number of people worldwide to have access to high-quality, modern therapies.

Chronic diseases are on the increase worldwide; more and more people need access to high-quality therapies. In the care of critically ill patients, the requirements for successful treatment are becoming ever higher. The demand for effective therapies in conjunction with intelligent medical technology applications and devices will continue to rise in the future. We want to be the preferred point of contact for doctors and nursing staff in the care of critically and chronically ill patients.

With our Vision 2026 we have defined a clear direction for Fresenius Kabi with three growth areas: the broadening of our biopharmaceutical range, the further development and global introduction of our clinical nutrition products, and expansion in the area of MedTech. In the volumedriven IV business, we will continue to expand our resilience. Our future development work will be geared toward this.

Our development expertise includes all related components, such as drug-active pharmaceutical ingredients and raw materials, pharmaceutical formulation, primary packaging, medical devices needed for application of drugs and infusions, and the production technology.

We continue to grow our biosimilars pipeline, with a focus on immunology and oncology. These biologic therapies play a critical role in expanding access and enhancing care for patients and healthcare providers worldwide. Our majority

KEY FIGURES RESEARCH AND DEVELOPMENT

202
4		 202
3		 202
2		 202
1		 202
0
1,2
Gro
&D
€ i
illio
: R
up
ex
pen
ses
n m
ns
,		 636 607 63
1		 574 56
0
Fre
ius
Ka
bi:
sen
1,2
R&
D e
%
of		 7.5
%		 7.5
%		 8.0
%		 8.1
%		 8.2
%
xp
ens
es
as
rev
en
ue
1
Gro
: R
&D
loy
up
em
p
ees		 2,
51
0		 2,
522		 2,
564		 2,
36
6		 2,
288

1 Previous year's figures were adjusted due to the application of IFRS 5 to the deconsolidated activities of Fresenius Medical Care.

2 Before special items and excluding impairment losses from capitalized in-process R & D activities

99

| Annual Report 2024

2 Before special items and excluding impairment losses from capitalized in-process R & D activities

Sustainability Statement

acquisition of mAbxience has proven valuable in diversifying our biosimilars portfolio, bringing more manufacturing activities in-house, and in expanding opportunities for contract development and manufacturing (CDMO).

The launch of our tocilizumab biosimilar Tyenne®, across many European countries contributed to strong growth in 2024. Tyenne® became the first tocilizumab biosimilar approved by the FDA for both intravenous (IV) and subcutaneous formulations, clearing the way for the United States launch of its IV presentation in April and its subcutaneous presentation in June. Health Canada followed suit with a Notice of Compliance for Tyenne® in October, to further expand our footprint in North America.

Biopharma also made key regulatory progress in 2024. In the United States, the FDA accepted our denosumab Biologics License Application (BLA) for review in May, and EMA accepted our marketing authorization application for review in July. We also received approval for our ustekinumab biosimilar, Otulfli®, from both the FDA and EMA in September. The company also established key partnerships to strengthen its position in the biosimilar and CDMO markets. mAbxience signed an agreement with Biosidus to manufacture Agalsidase. A global licensing agreement with Teva was finalized for an oncology biosimilar candidate. Biopharma demonstrated leadership in the biosimilars sector by securing a direct agreement to supply Blue Shield of California with adalimumab-aacf in the United States through EVIO, starting in January 2025. This transparent pricing arrangement represents an innovative approach to biosimilar market access in the United States and positions Fresenius Kabi as a transformative player.

Research and development remain at the heart of Fresenius Kabi's success, supported by state-of-the-art facilities in Switzerland, Spain, and Argentina. These centers are advancing biosimilars, targeting autoimmune and oncological conditions, to ensure life-changing medicines are accessible to more people around the globe.

Fresenius Kabi is a leading provider of clinical nutrition products as well as related medical-technical products and disposables for administering these products. Clinical nutrition provides care for patients who cannot nourish themselves normally or sufficiently. This includes, for example, patients in intensive care units (ICU) and those who are seriously or chronically ill.

There are two types of clinical nutrition therapy: parenteral nutrition and enteral nutrition. Parenteral nutrition is administered intravenously when the intestinal function is impaired. This is necessary if the condition of a patient does not allow them to absorb and metabolize essential nutrients orally or as sip and tube feed in a sufficient quantity. Enteral nutrition is administered in the form of a sip or tube feed using the gastrointestinal tract. Fresenius Kabi is one of the few companies worldwide to offer both forms of clinical nutrition.

Malnutrition is a common problem in hospitalized patients: Studies carried out in Europe show that one in four patients in hospital suffers from malnutrition or is at risk of malnutrition. The clinical significance of malnutrition results from a less favorable prognosis in terms of morbidity and mortality. Further consequences can be a longer stay in the hospital and higher associated treatment costs. Early and adequate intervention can help prevent malnutrition and its consequences.

In the parenteral nutrition product segment, we focus our research and development on products that help improve clinical treatment and the nutritional condition of patients, as well as on innovative containers such as our multi-chamber bags that are safer and more convenient in everyday use, both in a hospital and in a home care setting.

In 2024, we continued our development work on parenteral nutrition products. We are concentrating on formulations that are tailored to the needs of individual patient groups. In addition to our global development projects, we also work on tailoring our parenteral nutrition products to specific markets and regions.

The use of fish oil in parenteral nutrition continues to be a focus area. Parenteral nutrition containing fish oil has numerous beneficial effects on important biological functions, including the modulation of the immune and inflammatory response. The use of fish oil in parenteral nutrition products may help to improve clinical outcomes and shorten ICU and hospital length of stay, and consequently, result in cost savings.

Sustainability Statement

In the area of enteral nutrition, we are focusing our research and development activities on product concepts that support therapeutic compliance and thus the success of therapy. In particular, the flavor, texture, and formats of enteral products are known to be a critical parameter in ensuring the acceptance of the products and compliance with the nutritional therapy. For years, we have been working continuously to develop products with a wide variety of flavors to offer the users variations and thus provide them with the best possible support to complete the necessary nutritional therapy. Additionally, we are also focusing on addressing new patient segments with the rollout of the Fresubin plant-based drink. Another focus of our work is on the development of products with an increased calorie and protein concentration, as well as assessing the potential of new dietary ingredients with functional properties as well as new formats to improve patient compliance and ease of administration. This way, we make it easier for the user to take in the necessary amount of nutrients in small volumes. In addition to global product developments, we are continuing to work on product developments for specific market requirements.

Medical devices are employed in a broad range of applications, including the collection and processing of blood components, the preparation of cell and gene therapy products (e.g. CAR-T therapies), the administration of pharmaceuticals through infusion and nutrition pumps, and anesthesia monitoring. Most of these systems incorporate disposable components such as collection and processing sets, processing solutions, infusion sets, extension lines, enteral nutrition tubes, and monitoring electrodes, with certain products specifically designed for pediatric use.

In the field of medical devices, we prioritize the continuous enhancement of existing products alongside the development of innovative solutions to expand our portfolio. This sector is especially dynamic, driven by technological advancements. Digitalization plays a pivotal role here, more so than in any of our other product segments. Medical devices must not only evolve in functionality but increasingly integrate seamlessly into the IT ecosystems of hospitals, blood donation centers, and plasma centers. We currently offer a wide range of connectivity software solutions across our portfolio and are committed to advancing this trend by developing software that enhances efficiency and delivers greater value to our customers.

Following Fresenius Kabi's acquisition of Ivenix, a leading infusion therapy company, we have intensified research and development efforts on improving the software for its infusion pumps and infusion management systems (IMS). A key development during the reporting period was the release of the Ivenix software upgrade, which further enhances the system´s capabilities, including improvements in cybersecurity, workflow optimization, and connectivity with diverse electronic medical record (EMR) systems.

During the reporting year, we also advanced the development of our Agilia and Exelia infusion management systems. For the Exelia system, we introduced additional connectivity features such as AutoDocumentation, enabling deeper integration and workflow optimization within intensive care units and operating rooms. The Agilia family of infusion pumps was enhanced with new software supporting market expansion and clinical features, including the Eleveld TCI model.

In transfusion technology, our R&D efforts are centered on cell therapy products, particularly for the automated washing and concentration of cell concentrates used in CAR-T and similar therapies. Over the reporting period, we further enhanced the software for our cell therapy products, LOVO, and CUE. Additionally, we established an external partnership that integrates the CUE product into automation systems aimed at significantly increasing capacity and efficiency in manufacturing certain CAR-T therapies.

For our plasma donation product, Aurora Xi, we developed a software solution to optimize plasma yield and donor efficiency. The corresponding clinical study was successfully completed, and the software update was submitted to the FDA for review in October 2024.

In extracorporeal photopheresis (ECP), we remain focused on the rollout of the Amicus Blue system and the accompanying Phelix light box in Europe, alongside the development of a single-vascular-access ECP application method. This therapy involves treating specific blood cells outside the body with ultraviolet light (phototherapy) and is used for managing various immunological conditions, including the destruction of malignant lymphocytes outside the body.

Fresenius Kabi offers a broad range of intravenously administered generic drugs across a wide array of therapeutic categories: oncology drugs, anesthetics & analgesics, anti-infectives, and critical-care drugs. Fresenius Kabi also provides related devices for the administration of these products. The portfolio is geared toward the treatment of and care for chronically and critically ill patients. Fresenius Kabi has a global network of production centers. Fresenius

Sustainability Statement

Kabi manufactures finished medicines in its own plants and, at some sites, also active pharmaceutical ingredients (API). Fresenius Kabi's investments aim, among other things, to continuously modernize and automate the production processes at its plants.

In the area of generic IV drugs, we are continuously working on the extension of our product portfolio. For example, in the reporting year, we launched the anti-fungal drug Posaconazole, the oncology drug Cyclophosphamide (which is used in several chemotherapy regimens), the emergency opiate overdose treatment drug Naloxone (used in life-threatening situations), and the general anesthetic drug Ketamine (which was under a market shortage). In the Europe region, we launched Thiotepa Inj. (oncology drug, used for conditioning treatment prior to hematopoietic progenitor cell transplantation & solid tumors), Lacosamide Inj. (treatment of seizures), and Rocuronium Room Temperature Stable Inj. (an adjunct to general anesthesia). In key emerging markets (Region International and Asia Pacific), we had more than 15 new geographical launches to strengthen our future portfolio pipeline and drive profitable growth.

In addition, we are working on the continuous improvement of IV drugs already on the market. For example, we are developing IV drugs with new formulations and dosage forms, as well as improved primary packaging. In 2024, we had more than 100 active generic drug projects.

Our research & development activities focus on complex formulations, such as a combination anti-infective drug that has already been confirmed as a shared first-to-file abbreviated new drug application (ANDA) submission in the United States, as well as premix formulations, among others. In addition, we are constantly working on product improvements that bring additional benefits to both medical personnel and patients. For example, we develop ready-touse products that are convenient and safe and are designed to help prevent administration errors in day-to-day medical care. These include ready-to-use solutions in our freeflex® infusion bags, the cost-effective KabiPac® infusion bottle, and pre-filled syringes.

To improve drug safety, Fresenius Kabi is implementing a global program to introduce data matrix barcodes on our generic drugs. This initiative is intended to help improve inventory management and reduce errors in the manual entry of drug information in hospital data management systems.

Within intravenous (IV) Fluids, Fresenius Kabi offers products for fluid and blood volume replacement. IV solutions are used when the body water content or electrolyte balance is impaired, as well as in cases of acute need of energy supply and a lack of salt or specific minerals. They also serve to dilute and as carrier solutions for intravenously administered drugs.

Fresenius Kabi provides a wide range of fluid therapy products, including basic infusion solutions (which consist primarily of electrolytes, carbohydrates, and water), and balanced solutions that help maintain a better acid-base balance and electrolyte levels.

Additionally, we sell blood volume substitution solutions that include hydroxyethyl starch derived from waxy maize. Artificial blood volume replacement products (colloids) are often used to treat patients suffering from hemodynamic instability due to acute blood losses, e.g. resulting from an accident or during surgery.

Fresenius Kabi offers its comprehensive range of products in several containers in different sizes and materials, such as KabiPac® plastic bottles, and our state-of-the-art freeflex® infusion bags, non-PVC and non-DEHP, featuring resealable injection and infusion ports. An increasing quantity of our freeflex® bags are being printed with data-matrix codes.

The portfolio covers irrigation solutions in bags and bottles that are used for rinsing and irrigation before, during, and after surgical procedures, and cleansing of wounds, medical instruments, and equipment.

In the United States, the company has received FDA approval to produce a broad range of IV solutions in Wilson, North Carolina.

We are also expanding our capacity in Europe, to support the increasing demand for products and reduce the risk of shortages of these crucial products in healthcare.

With our product offering, we strive to make the everyday work of healthcare professionals easier, contributing towards their safety and that of the patients.

Sustainability Statement

EMPLOYEES1

The knowledge, experience, expertise, and commitment of our employees are critical to our success. The interplay of a wide range of views, opinions, cultural backgrounds, experiences, and values enables us to successfully exploit our potential as a global company.

As of December 31, 2024, the number of employees decreased to 176,486. The decrease in the number of employees is mainly due to the business activities of Fresenius Vamed (discontinued business activities) and other business activities that are held for sale. Personnel expenses2 for the Fresenius Group were €9,586 million in 2024 (2023: €9,229 million), equivalent to 44% of revenue (2023: 44%). Personnel expenses per employee, based on the average number of employees, were €54 thousand (2023: €52 thousand) and €55 thousand in constant currency.

In Germany, Fresenius companies have signed tariff agreements with IG BCE, Marburger Bund, and ver.di (labor union for services). In 2024, there was a new union agreement between the BAVC and the IG BCE, which in particular provides for a wage increase and recognizes the union commitment of employees through paid time off. Further changes are expected in 2025 for the KVI.

NUMBER OF EMPLOYEES

% o
f to
tal
Cha
nge		 f
as o
Dec
. 31
, 20
24		 Dec
. 31
, 20
23		 Dec
. 31
, 20
22		 202
4/2
023		 Dec
. 31
, 20
24
Fre
ius
Ka
bi
sen		 58
6
41
,		 43
269
,		 42
063
,		 -4% 24
%
Fre
ius
He
lios
sen		 128
55
8
,		 129
43
9
,		 125
700
,		 -1% 73
%
Co
e/O
the
rat
rpo
r		 6,
342		 21,
157		 21,
113		 -70
%		 3%
To
tal		 176
48
6
,		 193
865
,		 188
876
,		 -9% 100
%

PERSONNEL EXPENDITURE

€ i
illio
n m
ns		 202
4		 202
3		 202
2
Fre
ius
Ka
bi
sen		 2,
30
8		 2,
227		 2,
196
Fre
ius
He
lios
sen		 6,
77
1		 6,
535		 6,
121
2
Co
e /
Oth
rat
rpo
er		 50
7		 46
7		 122
1,
To
tal		 9,
58
6		 9,
229		 9,
43
9

1 The previous year's figures were adjusted due to divestments and the deconsolidation of Fresenius Medical Care.

2 In accordance with IFRS 5, Vamed's personnel expenses from continuing operations were recognized for 2024 and 2023. The year 2022 remains unaffected by this change.

Sustainability Statement

We are constantly adapting our human resources tools to meet new requirements arising, among other things, from demographics, the transformation to a service economy, the shortage of skilled workers, and employees' desire for a better work-life balance. For example, we offer flexible working hours and have established a modern hybrid working environment.

Further information can be found in our Sustainability Report on pages 214 ff.

In order to meet our need for highly qualified employees in the long term and attract new employees, we rely on targeted HR marketing activities. For example, we cooperate with universities for a variety of formats, have our own HR channels on the most important social media platforms for our target groups, and have launched an ambassador program for all Fresenius employees (Fresenius Ambassadors).

In addition, we try to retain our employees in the long term by offering attractive development opportunities and making internal development opportunities transparent to all employees through a cross-divisional global internal job exchange (stayFresenius).

In addition, the training of junior staff (apprentices and dual students) is an important part of our recruitment process. We also offer exciting internships and student jobs for students to get to know Fresenius and build loyalty to the Company.

In 2024, we launched a program (joinFresenius -- Employees Recruit Employees) for some business units in Germany that is designed to encourage our employees to use their knowledge, contacts, and personal networks to attract talented people for externally advertised positions that will strengthen and expand our Fresenius team.

The development and implementation of concepts and measures for recruiting and promoting staff will be aligned with the market requirements of the respective segments and will be more standardized in the future. A cross-divisional approach is being pursued in order to ensure a more coherent and effective strategy. We select applicants solely on the basis of their qualifications and experience. We aim to ensure that everyone with comparable aptitude has the same career opportunities at Fresenius, regardless of gender, age, origin, nationality, religion, disability, sexual identity and orientation, or other characteristics.

The proportion of female employees in the Fresenius Group was 68% as of December 31, 2024 (Dec. 31, 2023: 68%). The proportion of females in services or care is traditionally higher than in the area of production. This is reflected in the proportion of female employees in our business segments: Our business segment Fresenius Helios has, with 74%, the highest proportion of female employees within the Group.

From the perspective of the management board, the CSRD regulatory framework for governance structure is also to be applied, and at the same time, relevant regulations outside Europe are to be observed.

For the calculation of gender distribution in the top management, Fresenius defines employees in the top management as those who perform the daily tasks of company management and belong to level 1 or 2 below the Management Board (Fresenius SE Management Board). This only includes persons who actually hold a management position, so, for example, secretarial or assistant positions are not

counted. Management activities include at least one of the following criteria: management responsibility and/or budget responsibility. This group-wide female quota for the first and second management level as of December 31, 2024 was 28.2%.

You can visit our multiple-award-winning careers portal at www.career.fresenius.com. Further information on employment management can be found in the Sustainability Report on pages 211 ff.

CHANGES TO THE SUPERVISORY BOARD

At the end of July 31, 2024, the employee representative Mr. Konrad Kölbl left the Supervisory Board due to retirement. On August 1, 2024, Mr. Harald Steer joined the Supervisory Board as a personal substitute member. On January 31, 2025, Harald Steer left the Supervisory Board. He was succeeded by Alberto Fuentelsaz Franganillo, a member of the European Works Council. He works for Quirónsalud.

CHANGE TO THE MANAGEMENT BOARD

The Supervisory Board of Fresenius Management SE extended Sara Hennicken´s mandate as Chief Financial Officer (CFO) ahead of time until 2027. Originally, it was set to run until 2025. The Company thus ensures continuity on the Management Board in order to further advance the #FutureFresenius strategy.

There were no changes to the Management Board in FY/2024.

The CVs of the members of the Supervisory Board and the Management Board can be found on our website at https://www.fresenius.com/Corporate-Management.

Sustainability Statement

PROCUREMENT

In 2024, the cost of raw materials and supplies and of purchased components and services was €6,053 million (2023: €6,137 million). An efficient value chain is important for our profitability. In an environment characterized by ongoing cost-containment pressure from health insurers, as well as price pressure, security and quality of supply play an important role. Within each business segment of the Fresenius Group, procurement processes are coordinated centrally, enabling us to bundle similar requirements, negotiate global framework agreements, constantly monitor market and price trends, and ensure the safety and quality of materials.

QUALITY MANAGEMENT

The quality of our products, services, and therapies is the basis for optimal medical care.

All processes are subject to the highest quality and safety standards, for the benefit of the patients and to protect our employees. Our quality management has the following three main objectives:

  • ► to identify value-enhancing processes oriented toward efficiency and the needs of our customers
  • ► to monitor and manage these processes on the basis of performance indicators
  • ► to improve procedures

COST OF MATERIALS AND SUPPLIES AND PURCHASED COMPONENTS

€ i
illio
n m
ns		 202
4		 202
3
Co
ria
lies
f ra
ls a
nd
st o
ate
w m
sup
p		 4,
782		 4,
857
Co
f p
has
ed
nd
vic
st o
ts a
urc
com
po
nen
ser
es		 1,
27
1		 1,
280
To
tal		 6,
053		 6,
137

ECONOMIC REPORT

MACROECONOMIC CONDITIONS1

Global economic growth remained strong in 2024, with a projected growth rate of 3.4%. Notably, the United States and China stood out, with China´s manufacturing sector and the U.S. services sector experiencing robust growth. In the third quarter of 2024, the U.S. economy performed unexpectedly well, while the European area faced weaker growth. The outlook for 2025 remains positive, although uncertainties persist due to geopolitical tensions and political changes in the United States.

In 2024, world trade remained strong, supported by a front-loading of imports, particularly from the United States, driven by uncertainties around U.S. trade policies and rising consumer demand. Private consumption showed signs of recovery in many regions, contributing to increased demand for goods. In the euro area, private consumption rose by 0.7% in the third quarter, partly driven by factors such as the Paris 2024 Olympic Games. However, signs of a slowdown in consumption emerged in the fourth quarter, reflecting weaker demand. This weakening trend also affected global trade. Geopolitical tensions and rising protectionism continue to pose risks to future trade growth. World trade is expected to grow by 3.6% in 2025, although geopolitical factors and increasing trade barriers could dampen this growth.

Global inflation, measured based on the worldwide Consumer Price Index (CPI), moderated overall in 2024, but remained high in certain areas. The main inflationary pressure came from the services sector, which was strongly influenced by rising wages. In OECD countries, the inflation rate rose slightly to 2.6% in October, driven by less negative energy inflation. Core inflation remained stable, with services prices continuing to exert significant influence. A normalization of inflation is expected for 2025, particularly due to a cooling of wage growth in labor markets.

Global financing conditions developed to be challenging in 2024, given ongoing geopolitical uncertainties and the increasing burden of rising interest rates and energy prices. In many regions, especially the euro area and the United Kingdom, economic growth was dampened by weak investment activity. This was primarily due to uncertainties around global trade policies, geopolitical tensions, and the impact of higher financing costs. While investments in green and digital technologies are expected to see growth, overall business investments remained cautious. Persistently high oil and gas prices, exacerbated by geopolitical tensions in the Middle East, further heightened the uncertainty surrounding global financing conditions.

HEALTHCARE INDUSTRY

The healthcare sector is one of the world's largest industries and we are convinced that it demonstrates excellent growth opportunities.

The main growth factors are:

  • ► rising medical needs deriving from aging populations,
  • ► the growing number of chronically ill and multimorbid patients,
  • ► stronger demand for innovative products and therapies,
  • ► advances in medical technology,
  • ► the growing health consciousness, which increases the demand for healthcare services and facilities, and
  • ► the increasing demand for digital health services for patients.

In the emerging countries, additional drivers are:

  • ► expanding availability and correspondingly greater demand for basic healthcare, and
  • ► increasing national incomes and hence higher spending on healthcare.

Sustainability Statement

Overall, OECD countries1 spent an average of 9.2% of their GDP on healthcare services in 2023 (2022: 9.2%). The average share of healthcare expenditure in national income in OECD countries was still significantly higher in 2023 than before the COVID-19 pandemic (2019: 8.8%), despite being lower than during the crisis.

The United States recorded the highest expenditure per capita with an estimated US\$13,432 in 2023 (2022: US\$12,742). Based on current estimates, Germany ranks fourth in the OECD country comparison with US\$8,440 in 2023 (2022: US\$8,011).

In order to limit the constantly rising expenditure in the healthcare system, cost bearers are increasingly reviewing care structures to identify potential savings. However, rationalization alone cannot compensate for the rise in costs. For this reason, market-based incentives for costand quality-conscious action in the healthcare sector should also be created. In this way, treatment costs can be reduced by improving the overall quality of care. As a result, prevention programs are becoming just as important as innovative remuneration models that are linked to the quality of treatment. The digitalization of the healthcare system in particular can also contribute to improved patient care and greater cost efficiency.

HEALTHCARE SPENDING AS % OF GDP

in
%		 202
3		 201
0		 200
0		 199
0		 198
0		 197
0
US
A		 16.
7		 16.
3		 12.
5		 11.
2		 8.2 6.2
Fra
nce		 11.
6		 11.
2		 9.6 8.0 6.8 5.2
Ge
rm
any		 11.
8		 11.
1		 9.9 8.0 8.1 5.7
Sw
itze
rla
nd		 12.
0		 9.9 9.1 7.6 6.4 4.8
Sp
ain		 9.6 9.1 6.8 6.1 5.0 3.1
Ch
ina		 5.7 4.4 - - - -

Source: OECD health data; the available data refers to the year 2023 or the most recent available values from the previous year.

Our most important markets developed as follows:

To our shareholders Corporate Governance Group Management Report Consolidated financial statements Further information Table of contents

Fundamental information about the Group Economic report | Overall assessment of the business situation | Outlook | Opportunities and risk report Sustainability Statement

The market for biopharmaceuticals from the therapeutic areas of oncology and autoimmune diseases -- consisting of originator products and biosimilars -- grew by approximately 9% to around €255 billion, of which the biosimilars market was approximately €20 billion with a growth rate of 15% versus the prior year. The acquisition of a majority stake in mAbxience significantly strengthened Fresenius Kabi in this growth market, in which the company participates through biosimilars and contract development and manufacturing of biopharmaceuticals. The market for biopharmaceuticals is a fast-growing and innovative segment, which will gain even more relevance for the care of patients going forward. Competitors in the biosimilars market for biopharmaceuticals include Amgen, Sandoz, Celltrion, Biocon, Alvotech, Samsung Bioepis, and Teva.

In 2024, the addressed global clinical nutrition market reached approximately €12 billion, reflecting a strong growth of 7% versus the previous year, with equal contribution by most regions. Despite these positive developments, there remains considerable potential for further growth, as nutrition therapies continue to be underutilized in patient care, despite evidence of their medical and economic benefits. Research indicates that these therapies can help reduce hospital costs by shortening patient stays, particularly in cases involving health- or age-related nutritional deficiencies.

Fresenius Kabi, a leading provider of parenteral nutrition and a notable player in the enteral nutrition market, is focusing on addressing this growth opportunity. The company plans to introduce its clinical nutrition offerings in countries where its current portfolio is limited. By expanding its range of products and leveraging additional distribution channels, Fresenius Kabi seeks to enhance its global market presence.

The competitive landscape includes Baxter and B. Braun in the parenteral nutrition market, while Abbott, Nestlé, and Danone are among the main competitors in the enteral nutrition segment.

The MedTech Infusion and Nutrition Systems (INS) product portfolio of Fresenius Kabi is broad and composed of product groups such as infusion and nutrition pumps and their dedicated disposables, extended by softwarebased solutions focusing on application safety, user workflows, increased therapy efficiency and interoperability with hospital systems, non-dedicated disposables, anesthesia monitoring devices, and dedicated sensors. The market for devices and related dedicated disposables is estimated to be around €5 billion with a growth rate of around 5%. There is a significant further market for non-dedicated disposables. The MedTech INS product range has been extended with the Ivenix portfolio, designed to address specific needs for the U.S. market. In the MedTech INS segment, Fresenius Kabi ranks among the leading suppliers worldwide.

Competitors in the MedTech INS market include Baxter, B. Braun, Becton Dickinson, and ICU Medical.

In 2024, the market for MedTech Transfusion Medicine and Cell Therapies (TCT) was about €4 billion. Fresenius Kabi holds market-leading positions in blood as well as in plasma collection where, especially for the latter, increased demand for plasma-derived therapies has resulted in attractive market growth. Due to newly approved treatments, the cell and gene therapies segment continues to be the fastest-growing market within TCT. Our Lovo has quickly become an industry standard for automated cell washing and concentration.

Competitors in the MedTech TCT market include Terumo, Haemonetics, and Macopharma.

In 2024, the global market for generic IV drugs and IV fluids was around €50 billion2. With significant regional differences, the market generated low-single-digit growth. Fresenius Kabi was able to enter additional segments of the global addressable market due to the expansion of our product portfolio in the areas of complex formulations, differentiated generics, and prefilled syringes, among others.

Fresenius Kabi's competitors in the market for generic IV drugs include Pfizer, Teva, Sandoz, Viatris, and Hikma. Competitors in the market for IV fluids include Baxter, B. Braun, and Grifols.

1 Market data is based on company research and refers to the markets relevant for Fresenius Kabi. This is subject to annual volatility due to currency fluctuations and patent expiries of original drugs in the IV drug market, among other things.

2 As in the previous year, the market definition also includes revenue of off-patent products.

Sustainability Statement

The market volume for acute hospitals in Germany in 2023 was around €136 billion2. Measured in terms of total gross costs, around 60% of this was attributable to personnel costs and 38% to material costs, which increased by around 5% and 7%, respectively.

Based on the number of admissions, Helios Germany is the leading company in the German market for acute hospitals, with a market share of around 6%3. The Helios clinics mainly compete with individual hospitals or local and regional clinic associations. Private competitors include Asklepios Kliniken, Sana Kliniken, and the Ameos Group.

The number of inpatient treatment cases in German hospitals rose again in 2022 for the first time since the start of the COVID-19 pandemic. Nevertheless, the figure was still below the pre-pandemic year of 2019, at over 10% in 2023. In total, 17.2 million cases were treated.

The increase in the remuneration of hospital services in the German flat rate per case billing system (DRG system) is based on what is known as the change value (''Veränderungswert''). It is consented on an annual basis. For 2024, the change value was 5.13% (2023: 4.32%).

The flat rates per case are used to determine the reimbursement of inpatients. The related nursing staff costs per case at the bedside have been carved out from the flat rates since 2020. The nursing staff costs are reimbursed in full by the care budget based on the actual costs incurred. It is not tied to services provided, and is individually negotiated by the contractual partners as part of the overall budget negotiations.

To provide financial support, hospitals in Germany were supplied with compensation and reimbursement amounts from the liquidity reserve of the healthcare fund for inflation-related additional costs. The financial support, which was last provided by the end of April 2024, amounted to a total of €1.5 billion in hospital-specific reimbursement amounts and €4.5 billion in flat-rate compensation payments based on the number of beds (indirect costs).

Mainly due to the inflation-related general cost increases, the economic situation of the German hospitals has deteriorated. The proportion of hospitals with an annual surplus was only 30% (2022: 35%). 61% of German hospitals posted losses in 2023 (2022: 54%). In addition, there is a significant need for investment. The German Hospital Institute (DKI) estimates that the annual investment requirements of German hospitals amount to about €7 billion.

KEY FIGURES FOR INPATIENT CARE IN GERMANY

202
3		 202
2		 202
0		 201
0		 200
0		 Cha
nge
202
3/2
022
Ho
ita
ls
sp		 1,
874		 1,
893		 1,
903		 2,
064		 2,
242		 -1%
Be
ds		 6,
924
47		 48
0,
382		 48
783
7,		 502
749
,		 559
65
1
,		 -1%
Av
len
th
of s
(d
)
tay
era
ge
g
ays		 7.2 7.2 7.2 7.9 9.7 0%
of
mis
sio
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Nu
mb
ad
(m
ns)
er
ns		 17.
20		 16.
80		 16.
79		 18.
03		 26
17.		 2%
1
Av
ad
mis
sio
n i
n €
ts p
era
ge
cos
er		 6,
996		 6,
796		 6,
232		 3,
804		 - 3%

1 Values adjusted for miscoding in the equalization fund (Section 17a KHG) Source: German Federal Statistical Office, 2023 data

1 In each case, the most recent market data available refers to the year 2023 as no more recent data has been published: German Federal Statistical Office, 2023 data; German Hospital Institute (DKI)

2023, Krankenhaus Barometer 2024

2 The market is defined by total costs of the German acute care hospitals (gross), less academic research and teaching.

3 Measured by Helios Germanys' number of acute care admissions in 2023 in relation to total admissions numbers in Germany in 2023 (German Federal Statistical Office, 2023 data)

In 2024, the shortage of specialist staff and problems filling vacancies in the nursing care sector continued to pose a challenge for inpatient hospital care in Germany.

The central topic in the German hospital sector in 2024 was the hospital structure reform. The aim of the reform is to fundamentally reshape the hospital landscape in Germany. With the adoption of the Hospital Care Improvement Act (Krankenhausversorgungsverbesserungsgesetz -- KVHG), the volume-based remuneration based on flat rates per case will be limited to 40%. In future, an average of 60% of the remuneration is to be distributed independently of performance via the maintenance flat rates and the care budget.

The maintenance funding is to be linked to medical service groups that are allocated to the individual hospitals by the federal states and which require compliance with defined criteria. Among other things, this is intended to ensure that complex treatments may only be carried out in hospitals that have the appropriate personnel and technical equipment. Depending on the performance group and its relevance, hospitals will receive financial resources. The changeover to the maintenance financing is expected to take place gradually over several years.

Further information on the hospital structure reform can be found in the Outlook section on page 134.

In order to promote outpatient care, since the beginning of 2023, day treatments without overnight stays in the hospital can be billed using flat rates per case. This is intended to reduce night shifts, particularly in nursing, in order to create additional capacity for nursing staff on the day shift. In addition, the first hybrid DRGs were introduced on January 1, 2024, which provide the same level of remuneration for treatments in hospital and by general practitioners.

The market volume for private hospitals in Spain was around €21 billion in 20231.

With a sales share of around 14%, Helios Spain is the leading company in the private hospital market. Its competitors are a large number of privately run individual hospitals or smaller chains, including Vithas, HM Hospitales, Hospiten, Ribera Salud, Hospitales Sanitas, and HLA.

Of the approximately 800 hospitals in Spain, around two thirds of hospital beds are in public hospitals2. In an OECD comparison, Spain has around 3.0 beds per 1,000 inhabitants, which is well below the OECD average of 4.7 beds per 1,000 inhabitants.

Public healthcare facilities in Spain are largely tax-financed and are generally open to the population without further charges or co-payment obligations. In addition, the Spanish government promotes the private healthcare sector through tax reliefs for private health insurance purchased by employers, among other things.

A challenge in some regions of the country continued to be the shortage of skilled workers, particularly in the care sector. In addition, a certain shortage of doctors is emerging in some specialist areas due to the steadily increasing demand for healthcare services.

In addition to inflation-related cost increases, the shortage of specialists and changes in the regulatory environment, digitalization is another challenge for the hospital sector in Germany and Spain. At the same time, it offers enormous opportunities, for example by standardizing and automating processes to a greater extent. New technologies offer the possibility of tapping into efficiency potential while maintaining at least the same, and often even higher, quality, and reducing costs. It is estimated that in Germany alone, around 12%3 of total expenditure on healthcare and patient care can be saved through digitalization.

1 Market data based on company research and refers to the addressable market of Quirónsalud. Market definition includes both inpatient and outpatient healthcare services. It includes neither publicprivate partnership (PPP) nor occupational risk prevention centers (ORP). The market definition may differ from the definition in other contexts (e.g. regulatory definitions). 2 Healthcare in Spain (masainternational.de)

3 Digitalization in German hospitals McKinsey & Company, Healthcare September 2018

OVERALL BUSINESS DEVELOPMENT

In 2024, economic conditions improved overall. Although uncertainties, inflation-related cost increases and staff shortages persisted, they have eased significantly. In this macroeconomic environment, the Fresenius Group was able to increase its revenue and earnings guidance twice over the course of the year.

For this reason, the Management Board believes that 2024 was a very successful fiscal year for the Fresenius Group.

Fresenius Kabi achieved organic revenue growth of 10%. EBIT1 increased by 15% (16% in constant currency) to €1,319 million (2023: €1,145 million).

The organic revenue growth of Fresenius Helios was 6%. EBIT1 increased by 8% (8% in constant currency) to €1,288 million (2023: €1,190 million).

Following the deconsolidation of Fresenius Medical Care, this business segment is accounted for using the equity method. The profit attributable to the shareholders of Fresenius SE & Co. KGaA is recognized in a separate line in the income statement. From fiscal year 2024, it will also include the shares in Fresenius Vamed, which are also accounted for using the equity method. In fiscal year 2024, the result from the equity method amounted to €38 million (2023: -€12 million).

Over the course of the year, Group revenue and earnings1 guidance was increased twice.

The overview on page 113 shows how the outlook for the Group and the business segments developed in 2024.

Revenue1 increased organically by 8% in fiscal year 2024 and was thus at the upper end of the guidance adjusted in November 2024 (guidance for 2024: 6--8% growth). The increase is driven by the ongoing strong performance of our Operating Companies.

EBIT1 increased by 10% in constant currency and was therefore at the upper end of the guidance adjusted in November 2024 (guidance for 2024: 8--11% growth). The increase was driven by strong performance at Fresenius Kabi and Fresenius Helios.

1 Before special items

Organic growth rate adjusted for accounting effects related to Argentina hyperinflation. Growth rates adjusted for Argentina hyperinflation and the divestment of the fertility services group Eugin and the hospital stake in Peru.

Sustainability Statement

We invested €960 million in property, plant and equipment (2023: €1,136 million). At 4.5% of Group revenue1, the investments in property, plant and equipment are below the prior-year level of 5.6%, but in line with the expectation (expectation for 2024: less than 5%).

The cash conversion rate (CCR) was 1.0 and is therefore in line with expectations (expectation for 2024: around 1).

The net financial debt / EBITDA ratio was 3.0×2 (December 31, 2023: 3.8×2) and thus in line with expectations. We had projected that the leverage ratio would be at the lower end of the self-imposed target corridor of 3.0× to 3.5×2 by the end of 2024.

Group ROIC was 6.2%1,3 (2023: 5.2%1,3) and thus in line with expectations. We had projected a figure of above 6% for fiscal year 2024.

The non-financial performance targets of the Fresenius Group cover the key sustainability topics of medical quality/ patient satisfaction and employees and are anchored in the compensation of the Management Board. The following actual figures for the 2024 fiscal year were determined as part of the assessment of target achievement for the shortterm variable compensation of the Management Board (STI) of Fresenius SE & Co. KGaA.

In the area of medical quality, Fresenius Kabi achieved an Audit & Inspection Score of 1.7 (target value: no more than 2.3), Fresenius Helios Germany achieved an Inpatient Quality Indicator (G-IQI) Score of 90.7% (target value: at least 88.0%) and Fresenius Helios Spain an Inpatient Quality Indicator (E-IGI) Score of 73.3% (target value: at least 55.0%). As a result, all divisions met their respective targets for the 2024 fiscal year.

In the area of employees, the Employee Engagement Index (EEI) of the Fresenius Group was 4.02 in the 2024 fiscal year (target value: 4.33).

1 Before special items

2 Both net debt and EBITDA calculated at LTM average exchange rates; pro forma closed acquisitions/divestitures; before special items; including leasing liabilities;

including Fresenius Medical Care dividend

3 Pro forma acquisitions

Sustainability Statement

ACHIEVED GROUP TARGETS 2024

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1 Before special items

Organic growth rate adjusted for accounting effects related to Argentina hyperinflation. Growth rates adjusted for Argentina hyperinflation and the divestment of the fertility services group Eugin and the hospital stake in Peru. Fundamental information about the Group Economic report | Overall assessment of the business situation | Outlook | Opportunities and risk report Sustainability Statement

RESULTS OF OPERATIONS, FINANCIAL POSITION, ASSETS AND LIABILITIES

As part of the portfolio optimization, the sale of the fertility services group Eugin was completed on January 31, 2024. The divestment of the majority stake in the hospital Clínica Ricardo Palma hospital in Lima, Peru, was completed on April 23, 2024. The results of operations and financial position of Fresenius Helios and of the Fresenius Group have been adjusted accordingly.

The growth rates of Fresenius Kabi have been adjusted. Adjustments relate to the hyperinflation in Argentina. The growth rates of the Fresenius Group have also been adjusted accordingly.

With the announced exit from Vamed results of operations and financial position of the Fresenius Group have been adjusted.

The results of operations are presented before special items.

Group revenue increased by 6% (7% in constant currency) to €21,526 million (2023: €20,307 million). Organic growth amounted to 8%. Group revenue reported was €21,833 million (2023: €21,067 million).

In detail, the revenue performance of the business segments2 was as follows:

►Fresenius Kabi increased revenue by 5% (9% in constant currency) to €8,414 million (2023: €8,009 million). Currency translation effects had a negative impact of 4%. They mainly resulted from the hyperinflation in Argentina. Organic growth amounted to 10%. The business performance was driven by the good development in the growth vectors (MedTech, Nutrition, and Biopharma) with a total growth of 10% (16% in constant currency).

Revenue in the MedTech business increased by 4% (6% in constant currency) to €1,568 million (2023: €1,510 million). Driven by positive development in most regions and in many product groups, organic growth was 6%.

Revenue in the Nutrition business increased by 4% (increased 13% in constant currency) to €2,399 million (2023: €2,304 million). The strong organic growth of 13% was attributable to the good business performance in Argentina, and the United States as well as other countries.

Revenue in the Biopharmaceuticals business increased by 68% in the 2024 fiscal year (76% in constant currency) to €611 million (2023: €363 million). This was mainly due to successful product launches in Europe and the United States as well as received milestone payments at mAbxience.

Revenue in the Pharma business (IV Drugs & Fluids) increased to €3,835 million (2023: €3,832 million). Organic growth amounted to 3%, driven by a positive development in many regions outside the United States.

►Fresenius Helios increased revenue by 7% (6% in constant currency) to €12,739 million (2023: €11,952 million). The prior-year figure is adjusted for divestments. Organic revenue growth amounted to 6%.

Helios Germany's revenue increased by 5% to €7,662 million (2023: €7,279 million). Organic growth was 5%, driven by increased reimbursement rates, case numbers, and positive treatment mix effects. Acquisitions and divestments had no impact on revenue growth.

Helios Spain's revenue increased by 9% (8% in constant currency) to €5,077 million (2023: €4,672 million). The prior-year figure is adjusted for divestments. Organic growth was 8% and was driven by continued high demand for treatments as well as higher reimbursement rates. Furthermore, hospitals in Latin America showed pleasing development.

1 Before Special items

2 The following description of revenue relates to the respective external revenue of the business segments. Consolidation effects and corporate entities are not taken into account. Therefore, aggregation to total Group revenue is not possible.

Organic growth rate adjusted for accounting effects related to Argentina hyperinflation. Growth rates adjusted for Argentina hyperinflation and the divestment of the fertility services group Eugin and the hospital stake in Peru.

Sustainability Statement

REVENUE BY BUSINESS SEGMENT1

€ i
illio
n m
ns		 202
4		 202
3		 Gro
wth		 Cur
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slat
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s/ oth
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414		 8,
009		 5% -4% 9% 10
%		 0% -1% 39
%
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739		 11,
952		 7% 1% 6% 6% 0% 0% 59
%
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52		 20,
30
7		 6% -1% 7% 8% 0% -1% 100
%

REVENUE BY REGION1

€ i
illio
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4		 202
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%
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73
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%
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52		 20,
30
7		 6% -1% 7% 8% 0% -1% 100
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2 Growth rate adjusted for accounting effects related to Argentina hyperinflation

1 Before special items

Sustainability Statement

STATEMENT OF INCOME (SUMMARY)

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Earnings per share1 before special items increased by 13% (14% in constant currency) to €3.11 (2023: €2.74). The weighted average number of shares was 563.2 million.

Reported Group net income1 increased to €471 million (2023: -€594 million). In fiscal year 2024, expenses in connection with the transformation of Fresenius Vamed, as well as expenses for the cost and efficiency program, had a negative impact on Group net income.

Reported earnings per share1 was €0.84 (2023: -€1.05).

Group EBITDA before special items increased by 9% (9% in constant currency) to €3,614 million (2023: €3,319 million). Group EBITDA reported was €2,986 million (2023: €2,739 million).

Group EBIT before special items increased by 10% (10% in constant currency) to €2,489 million (2023: €2,266 million). Group EBIT reported was €1,782 million (2023: €1,183 million).

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08		 n.a

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

Growth rates adjusted for Argentina hyperinflation and the divestment of the fertility services group Eugin and the hospital stake in Peru.

Sustainability Statement

GROUP RETURN RATIOS

in
%		 202
4		 3²
202		 202
2		 202
1		 202
0
in1
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8		 16.
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2		 11.
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4

1 Before special items; the previous year's figures were adjusted due to divestments and the de-

consolidation of Fresenius Medical Care.

2 2023 adjusted for the announced Vamed exit

EBIT1 development by business segment was as follows:

► Fresenius Kabi's EBIT increased by 15% (16% in constant currency) to €1,319 million (2023: €1,145 million). The EBIT margin was 15.7% (2023: 14.3%) and was thus within the structural EBIT margin band.

The EBIT of the growth vectors grew by 63% (50% in constant currency) to €635 million (2023: €390 million). The EBIT margin improved to 13.9% (2023: 9.3%). This was mainly due to the excellent revenue performance and the outstanding progress of the cost-cutting program.

EBIT in the Pharma segment decreased by 3% (-2% in constant currency) to €771 million (2023: €792 million). The EBIT margin was 20.1% (2023: 20.7%). This was due to start-up costs for new production lines in the United States, which were only partially offset by cost savings.

►The EBIT of Fresenius Helios increased by 8% (8% in constant currency) to €1,288 million (2023: €1,190 million). The EBIT margin was 10.1% (2022: 10.0%) and was thus within the structural EBIT margin range.

The EBIT of Helios Germany increased by 5% to €660 million (2023: €630 million). The increase was mainly due to the good revenue performance as well as the progress in the cost-cutting program and government support to compensate for energy costs. The EBIT margin was 8.6% (2022: 8.7%).

The EBIT of Helios Spain increased by 12% (11% in constant currency) to €629 million (2022: €564 million). The increase in EBIT is attributable to the strong revenue growth and the cost savings program, which is progressing well. The EBIT margin was 12.4% (2022: 12.1%).

Growth rates adjusted for Argentina hyperinflation and the divestment of the fertility services group Eugin and the hospital stake in Peru.

Group gross profit increased by 8% (14% in constant currency) to €5,378 million (2023: €4,971 million). The gross margin increased to 24.6% (2023: 23.6%), mainly due to the Fresenius cost and efficiency program. The cost of revenue increased by 2% to €16,455 million (2023: €16,096 million). Cost of revenue as a percentage of Group revenue decreased to 75.4% (2023: 76.4%).

Selling, general, and administrative expenses consisted primarily of personnel costs, marketing and distribution costs, as well as depreciation and amortization. These expenses, excluding other operating income and expenses, decreased by 6% to €2,955 million (2023: €3,127 million), mainly due other operating income.

R & D expenses decreased by 3% to €641 million (2023: €661 million).

Depreciation and amortization was €1,125 million1 (2023: €1,053 million1). The ratio as a percentage of revenue was 5.2%1 (2023: 5.2%1). Depreciation and amortization reported was €1,204 million (2023: €1,556 million).

Group personnel costs increased to €9,586 million (2023: €9,229 million). The reported personnel cost ratio was 43.9% (2023: 43.8%).

Income from investments accounted for using the equity method was €38 million in fiscal year 2024 (2023: -€12 million).

The Group financial result 1 was -€433 million (2023: -€396 million), mainly driven by refinancing activities in an environment of increasing interest rates. The Group financial result reported was -€432 million (2023: -€398 million).

The Group tax rate1 was 25.9% (2023: 27.0%). The Group tax rate reported was 37.5% (2023: 62.7%) mainly due to the negative result of Fresenius Vamed, for which no deferred tax assets could be recognized.

Noncontrolling interests 1 were -€63 million (2023: -€66 million) and mainly relates to the discontinued business segment Fresenius Vamed.

Net income from discontinued operations attributable to shareholders of Fresenius SE & Co. KGaA was -€430 million (2023: -€45 million) and mainly relate to the discontinued operation Fresenius Vamed.

To present the underlying operational business performance and in order to compare the results with the scope of the guidance provided for fiscal year 2024, the respective key figures are presented before special items.

Consolidated results for FY/24 as well as for FY/23 include special items. These concern:

  • ► Revaluations of biosimilars contingent purchase price liabilities (2023)
  • ► Expenses associated with the Fresenius cost and efficiency program
  • ► Transaction costs mAbxience, Ivenix (2023)
  • ► Legal form conversion costs Fresenius Medical Care
  • ► Legacy portfolio adjustments
  • ► IT transformation (2024)
  • ► Special items at Fresenius Medical Care
  • ► Impact of PPA equity method Fresenius Medical Care
  • ► Divestitures Eugin and clinic Peru
  • ► Vamed transformation and Vamed exit
  • ► Discontinued operations Vamed

The special items shown within the reconciliation tables are reported in the Corporate/Other segment.

| Annual Report 2024

Fresenius

Sustainability Statement

Gro
wth
rat
e
in c
tant
ons
€ i
illio
n m
ns		 202
4		 202
3 re
ed
stat		 Gro
wth
rat
e		 cur
ren
cy
Re
ed
(af
eci
al
ite
)
ort
ter
ve
nu
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ep
sp
ms		 21,
833		 21,
067		 4% 5%
Div
itu
Eu
in a
nd
clin
ic P
est
res
g
eru		 -30 -36
8
Va
d e
xit
me		 -27
7		 -39
2
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(be
for
ial
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)
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52
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30
7
,		 6% 7%
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EB
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ed
(af
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)
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ter
rep
sp
ms		 1,
782		 1,
183		 51
%		 51
%
Div
itu
in a
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ic P
Eu
nd
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Rev
alu
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of
bi
osi
mi
lars
nti
rch
ice
lia
bil
itie
nt
ons
co
nge
pu
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pr
s		 - -29
Ex
iate
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ith
the
Fr
niu
d e
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ien
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as
soc
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s c
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pro
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m		 144 22
1
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Ab
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nix
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,		 - 36
Leg
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ius
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co
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adj
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0
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ati
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Va
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(be
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1
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%		 180
%
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of
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nti
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Rev
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co
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s		 - -24
Ex
iate
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Fr
niu
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s c
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pro
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m		 115 171
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Ab
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,		 - 34
Leg
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ius
M
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Leg
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1
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Va
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8		 42
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Va
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me		 43
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Fr
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are		 117 1,
197
Im
f P
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ius
M
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pac
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sen
are		 133 5
1
Ne
t in
e (
bef
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)
com
ore
sp
ms		 749
1,		 543
1,		 13
%		 %
14

The financing strategy of Fresenius has the following main objectives:

  • ► Ensuring financial flexibility
  • ► Maintaining our investment grade rating
  • ► Limiting refinancing risks
  • ► Optimizing our cost of capital

Ensuring financial flexibility is key to the financing strategy of Fresenius. To remain financially flexible, we maintain adequate liquidity headroom. We are committed to our investment grade rating, which provides us with advantages with respect to market access and funding costs.

Refinancing risks are limited due to a balanced maturity profile which is characterized by a broad range of maturities with a high proportion of mid- and long-term debt up to 2033. Fresenius strives to tap different markets in order to diversify its funding sources and investor base.

Another key objective of Fresenius' financing strategy is to optimize the cost of capital by employing an adequate mix of equity and debt. Due to the Company's diversification within the healthcare sector and the strong market positions of its business segments in global, growing, and non-cyclical markets, we are able to generate predictable and sustainable cash flows. These allow for a reasonable proportion of debt. Measures to strengthen the equity base may also be considered in exceptional cases to support long-term growth.

Overall, there were no significant changes in our financing strategy in 2024. Fresenius has pursued a stringent capital allocation focused on organic growth and shown a strong commitment to deleveraging. The Company progressed well in reducing its leverage ratio (net debt to EBITDA1) in 2024. In 2025, deleveraging will remain a key priority for us and we therefore have adjusted our target corridor. Our new self-imposed target corridor is now upgraded to 2.5× to 3.0×. This allows us to stay financially flexible while solidifying our solid investment grade rating.

Fresenius meets its financing needs through a combination of operating cash flows generated in the business segments and short-, mid-, and long-term debt. Important financing instruments include bonds, Schuldschein loans, bank loans, a commercial paper program, accounts receivable programs, and lease liabilities. In the selection of financing instruments, we take into account criteria such as market capacity, investor diversification, funding flexibility, cost of capital, and the existing maturity profile. We also take into account the currencies in which our returns and cash flows are generated.

Fresenius pursues a centralized financing strategy. The business segments Fresenius Kabi and Fresenius Helios are financed primarily through Fresenius SE & Co. KGaA in order to avoid structural subordination. Currency derivatives are used at Group level to hedge intercompany loans in foreign currencies.

FINANCING MIX OF THE FRESENIUS GROUP1

Dec. 31, 2024: €13,577 million

1 As of December 31, 2024; Major financing instruments excluding interest liabilities. Interest liabilities can be found in Other Financial Liabilities.

Fresenius SE & Co. KGaA has a Debt Issuance Program, under which bonds of up to €15 billion can be issued in different currencies and maturities. Bonds constitute our main mid- and long-term financing instruments. In 2024, a CHF bond with a volume of CHF 225 million was issued to take advantage of the attractive financing conditions of the Swiss bond market. At year-end 2024, the Debt Issuance Program was utilized with €9.5 billion.

Sustainability Statement

For short-term financing needs, Fresenius SE & Co. KGaA maintains bilateral credit lines and a commercial paper program. Under the commercial paper program, short-term notes of up to €1.5 billion can be issued. As of December 31, 2024, €70 million of the commercial paper program was utilized.

The €2 billion syndicated ESG-linked credit facility of Fresenius SE & Co. KGaA signed in July 2021 serves as a backup line and was undrawn at year-end 2024.

The proceeds of the financing activities in 2024 were mainly used for general corporate purposes, including the refinancing of existing financial liabilities.

The average maturity of our major financing instruments (excluding leasing) as of December 31, 2024 was 3.2 years and the average interest rate was 2.5%.

Detailed information on Fresenius' financing activities can be found on pages 356 ff. of the Notes. Further information on financing measures in 2025 is included in the Outlook section on page 135.

MATURITY PROFILE OF THE FRESENIUS GROUP FINANCING FACILITIES1, 2

1 As of December 31, 2024, and based on utilization of major financing instruments, excl. Commercial Paper and other cash management lines

2 €500 million Bond 2019/2025 repaid at maturity.

The credit quality of Fresenius is assessed and regularly reviewed by the leading rating agencies Moody's, Standard & Poor's, and Fitch. Fresenius is rated investment grade by all three rating agencies. In June 2024, Standard &Poor`s revised the rating outlook from negative to stable. Other than that, there were no rating changes in 2024.

RATING OF FRESENIUS SE & CO. KGAA

Dec
. 31
, 20
24		 Dec
. 31
, 20
23
r's
Sta
nda
rd
& P
oo
Co
e C
red
it R
ati
rat
rpo
ng		 BB
B		 BB
B
Ou
tlo
ok		 ble
sta		 ble
sta
's
Mo
ody
Co
e C
red
it R
ati
rat
rpo
ng		 Ba
a3		 Baa
3
Ou
tlo
ok		 ble
sta		 ble
sta
Fit
ch
Co
e C
it R
ati
red
rat
rpo
ng		 BB
B-		 BB
B
Ou
tlo
ok		 ble
sta		 ativ
neg
e

FINANCIAL POSITION – FIVE-YEAR OVERVIEW

€ i
illio
n m
ns		 202
4		 202
3		 202
2		 202
1		 202
0
Cas
h c
ion
te
onv
ers
ra		 1.0 1.0 0.9 0.9 0.8
Inv
in
lan
nd
uip
est
nts
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t a
nt,
net
me
pr
op
y, p
eq
me		 960 136
1,		 089
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1,		 33
0
1,
Ca
sh
flow
be
for
isit
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nd
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ide
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s a		 1,
623		 1,
130		 942 1,
40
1		 986
of
%
sal
as
es		 7.5
%		 5.6
%		 4.4
%		 7.0
%		 5.3
%

1 Prior-year figures were adjusted due to divestments and the deconsolidation of Fresenius Medical Care.

Fresenius does not use any off-balance-sheet financing instruments that are likely to have a significant impact on its financial position, results of operations, liquidity, investments, assets and liabilities, or capitalization at present or in the future.

The main sources of liquidity are cash provided by operating activities and cash used in financing activities, i.e. short-, mid-, and long-term borrowings. Cash flows from operating activities are influenced by the profitability of Fresenius' business and by working capital, in particular receivables. Cash inflows from financing activities are generated through the use of various short-term financing instruments. To this end, we issue commercial paper and draw on bilateral bank credit lines. Short-term liquidity requirements can also be covered by accounts receivable programs. Mid- and long-term financing is mainly provided by bonds, Schuldschein Loans, bilateral credit lines, and leasing liabilities. Fresenius has access to the €2 billion syndicated revolving credit facility as additional liquidity headroom. Fresenius is confident that the existing credit facilities, inflows from further debt financings, and cash inflows from operating activities and other short-term financing sources will be sufficient to cover the Group's foreseeable liquidity needs.

Fresenius is committed to generating attractive and predictable dividend yields as set out in the Fresenius Financial Framework. As part of the full-year reporting in February 2025, Fresenius defined a new dividend policy. Our target is to distribute ~30-40% of core net income (net income excluding FMC, before special items). The new dividend policy reflects the capital allocation priorities in line with the #FutureFresenius strategy. It also underscores our intention to reinvest in growth, reduce leverage, maintain a solid investment-grade rating and provide attractive shareholder returns.

Fresenius will propose to the 2025 Annual General Meeting to distribute a dividend of €1.00 for the 2024 fiscal year.

Operating cash flow increased by 15% to €2,447 million (2023: €2,131 million). Operating cash flow in the 2024 fiscal year was mainly driven by the good development at Fresenius Kabi and Fresenius Helios. The cash flow margin was 11.4% (2023: 10.5%).

Capital expenditures (net) amounted to -€916 million (2023: -€1,026 million). As a result, the cash flow before acquisitions and dividends was €1,623 million (2023: €1,130 million).

The net cash inflow for acquisitions amounted to €314 million. Acquisition expenses mainly related to alreadyplanned milestone payments in connection with the acquisition of the biosimilars business of Merck KGaA at Fresenius Kabi.

Dividends of the Group in total amounted to a cash inflow of €112 million (2023 cash outflow: €444 million). The dividend amount is calculated as follows: in total, there was a dividend payment of €0 million to the shareholders of Fresenius SE & Co. KGaA and dividends paid to third parties of €0 million. These payments were more than offset by the dividend of €112 million that Fresenius SE & Co. KGaA received as a shareholder of Fresenius Medical Care.

Free cash flow after acquisitions and dividends (continuing operations) was €1,911 million (2023: €347 million).

Sustainability Statement

Payments from lease liabilities resulted in a cash outflow of €181 million (2023: -€186 million). CASH FLOW STATEMENT (SUMMARY)

As a result, the free cash flow after acquisitions, dividends and leases (continuing operations) amounted to €1,730 million (2023: €188 million).

Cash used for financing activities was €1,976 million, (2023 cash provided: €899 million).

Cash and cash equivalents (net), as a result, decreased by €248 million, as of December 31, 2024. They were negatively influenced by currency translation effects of -€2 million (2023: -€43 million).

The cash conversion rate (CCR), which reflects the ratio of adjusted free cash flow to EBIT before special items, was 1.0 in the 2024 fiscal year (2023: 1.0).

Working capital increased by 1% to €4,514 million (2023: €4,478 million).

€ i
illio
n m
ns		 202
4		 202
3
ated
rest		 202
3
viou
pre
s		 Gro
wth		 Ma
rgin
20
24		 Ma
rgin
20
23
Ne
t in
com
e		 867 288 238 --
De
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nd
iza
tio
ort
pre
n a
am
n		 1,
204		 1,
40
0		 1,
47
8		 -14
%
Ga
in/
Los
s fr
in
tm
ent
om
ves
s
d f
usi
uity
the
eth
od
nte
acc
ou
or
ng
eq
m		 -38 12 12 --
Ch
e in
rki
ita
l an
d o
the
ang
wo
ng
cap
rs		 36
8		 37
7		 40
3		 -2%
Op
tin
ash
flo
inu
ing
tio
ont
era
g c
w -
- c
op
era
ns		 2,
40
1		 2,
077		 2,
131		 16
%
Op
tin
ash
flo
- d
isc
inu
ed
tio
ont
era
g c
op
era
ns
w -		 46 54 n.a %
-15
Op
tin
ash
flo
era
g c
w		 2,
44
7		 2,
131		 n.a 15
%		 11.
4%		 10.
5%
Ca
ital
dit
et
p
ex
pen
ure
, n		 6
-91		 026
-1,		 -1,
107		 -11
%
Div
ide
nds
cei
ved
fro
Fre
ius
M
ed
ica
l C
re
m
sen
are		 112 106 6%
Ca
sh
flow
be
for
isit
ion
nd
div
ide
nds
e a
cqu
s a
inu
ing
tio
ont
-- c
op
era
ns		 1,
59
7		 1,
157		 1,
024		 38
%
Ca
sh
flow
be
for
isit
ion
nd
div
ide
nds
e a
cqu
s a
-- d
isc
inu
ed
ion
ont
rat
ope
s		 26 -27 n.a 196
%
Ca
flow
for
isit
ion
div
ide
sh
be
nd
nds
e a
cqu
s a		 623
1,		 1,
130		 n.a 44
%		 7.5
%		 5.6
%
Ca
sh
d f
uis
itio
t
use
or
acq
ns,
ne		 314 -23
2		 -23
3		 --
Div
ide
nds
id
pa		 - -55
1		 -55
0		 --
Div
ide
cei
fro
ius
ica
l C
nds
ved
Fre
M
ed
re
m
sen
are		 106
Fre
ash
flo
fte
isit
ion
nd
div
ide
nds
e c
w a
r a
cqu
s a
inu
ing
tio
ont
-- c
op
era
ns		 91
1,
1		 374 34
7		 --
Pay
fro
lea
liab
ilit
ies
nts
me
m
se		 -18
1		 -18
6		 -23
2		 -3%
flo
fte
isit
ion
div
ide
Fre
ash
nds
d l
e c
w a
r a
cqu
s,
, an
eas
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ing
tio
ont
-- c
op
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ns		 1,
730		 188 115 --
Cas
ide
fo
r fi
cin
ctiv
itie
h p
d b
/ u
sed
rov
y
nan
g a
s		 976
-1,		 899 972 --
Eff
of
cha
ch
e in
sh
and
ect
tes
ex
nge
ra
on
ang
ca
iva
h e
len
ts
cas
qu		 -2 -43 -43 95
%
Ne
han
in c
ash
d c
ash
uiv
ale
t c
nts
ge
an
eq		 -24
8		 1,
044		 1,
044		 -12
4%

Sustainability Statement

In 2024, the Fresenius Group spent €1,035 million (2023: €1,346 million) on investments and acquisitions. Investments in property, plant and equipment decreased to €960 million (2023: €1,136 million) or 4.5% of revenue (2023: 5.6%). This was below the depreciation level1 of €1,125 million. A total of €75 million was invested in acquisitions (2023: €210 million). Of the total capital expenditure in 2024, 93% was invested in property, plant and equipment and 7% was spent on acquisitions.

Acquisition expenses mainly related to already-planned milestone payments in connection with the acquisition of the biosimilars business of Merck KGaA at Fresenius Kabi.

INVESTMENTS AND ACQUISITIONS

€ i
illio
n m
ns		 202
4		 202
3		 Cha
nge
isit
ion
Ac
qu
s		 75 210 -64
%
Inv
in
est
nt
ty,
me
pro
per
ipm
lan
nd
t a
ent
p
equ		 960 136
1,		 -15
%
the
f m
ain
ten
reo
anc
e		 61
%		 49
%
f ex
sio
the
reo
pan
n		 39
%		 51
%
Inv
in
est
nt
ty,
me
pro
per
ipm
lan
nd
t a
ent
p
equ
%
of
as
rev
en
ue		 4.5
%		 5.6
%
in
To
tal
nd
tm
ent
ves
s a
uis
itio
acq
ns		 1,
035		 1,
34
6		 -23
%

INVESTMENTS / ACQUISITIONS BY BUSINESS SEGMENT

€ i
illio
n m
ns		 202
4		 202
3		 The
f pr
rty,
reo
ope
plan
d
t an
ipm
ent
equ		 The
f
reo
uisi
tion
acq
s		 Cha
nge		 % o
f to
tal
Fre
ius
Ka
bi
sen		 44
5		 658 395 50 -32
%		 43
%
ius
lios
Fre
He
sen		 524 573 51
7		 7 -9% 51
%
Co
e /
Oth
rat
rpo
er		 66 115 48 18 -43
%		 6%
To
tal		 1,
035		 6
1,
34		 960 75 -23
%		 100
%

Sustainability Statement

The main investments in property, plant and equipment were as follows:

  • ► Optimization and expansion of production facilities for Fresenius Kabi.
  • ► New building and modernization of hospitals at Fresenius Helios. The most significant individual projects were, among other locations, hospitals in Wiesbaden, Duisburg, Wuppertal, and Niederberg, as well as investments in IT infrastructure.

Investment program at Fresenius Kabi

Fresenius Kabi has a global network of production centers. We manufacture our finished medicines in our own plants and, at some sites, also produce active pharmaceutical ingredients. Our investments aim, among other things, is to continuously modernize and automate as well as to increase the competitiveness of the plants at a consistently high level of quality.

Business unit Nutrition

In China, we are expanding our production capacity of nutrition products. In the reporting year, we finalized our latest investment in Wuxi into enteral nutrition products that have the status of Food for Special Medical Purposes. In the same site we also started an investment into a parenteral nutrition multi-chamber line, which will be finished by end of 2025.

In the Netherlands, we finalized by end 2024 investments into enteral nutrition tube feed production lines in our site in Emmer Compascuum with a total investment of around €160 million in this manufacturing site. At the end of 2024 a new investment into a production line for enteral nutrition sip feeds was approved with a total investment of €36 million to be spent in 2025 and 2026.

Business unit MedTech

Our Haina plant in the Dominican Republic is the central manufacturing facility for disposable products in the field of apheresis, cell therapy, and infusion systems.

Driven by the high market demand for plasma and cell therapy products, we have gradually expanded the plant in recent years. In the plasma collection business, in addition to disposable products for our Aurora plasmapheresis system, the disposable products of the successor system, Aurora Xi, are also produced in Haina. Aurora Xi disposable capacity expansion is still ongoing. Production transfer of Comtec sets, for our therapeutic apheresis system, was finalized in 2024.

We successfully transferred Ivenix set production in 2024 and are now also working on further capacity ramp up and automation. To meet the growing market demand for disposable products, we intend to expand our manufacturing plant in the coming years with highly automated production facilities and clean room capacities. In total, we expect to invest more than US\$50 million in the Haina plant going forward.

Business unit Biopharma

In the last years, we spent €110 million on our core business, and we are investing a further €30 million in the vertical integration of our Biopharma business in Graz during 2024 and the following two years.

In Switzerland, we continued to invest into further growth of our Biopharma pipeline including in-licensing of Ustekinumab and first payments for the recently announced in-licensing project of Aflibercept for the United States and several Latin-American countries with SCD.

Business unit Pharma

In Austria, we are continuously expanding our production and logistics site in Graz. In the manufacturing plant, the mobile preparatory area has been enlarged, freeze-drying (lyophilization) expanded, and new filling systems implemented. The plant manufactures sterile drugs such as intravenously administered drugs and large-volume products for parenteral nutrition; the site also specializes in complex process requirements and innovative technologies.

In France, we continued with the modernization of our plant in Louviers. We have finalized a new building comprising an area of 3,300 square meters for the production of freeflex infusion bags there. This also allows us to further optimize the European production network as a whole. In total, €35 million was invested in the modernization.

In the United States we continued the ramp up of our IV Solutions site in Wilson. In total we invested €300 million in the facility and related equipment.

Fundamental information about the Group Economic report | Overall assessment of the business situation | Outlook | Opportunities and risk report Sustainability Statement

As announced, Fresenius continued to focus and prioritize its core business areas in the 2024 fiscal year as part of its active portfolio management.

  • ► As part of our ongoing portfolio optimization, we completed, among others, the sale of the Eugin Group on January 31, 2024.
  • ► The disposal of the majority interest in a co-holding entity of the Clínica Ricardo Palma hospital in Lima, Peru, and the resulting exit from the Peruvian hospital business were completed on April 23, 2024.
  • ► On March 1, 2024, Fresenius Kabi closed the transfer of its plant in Halden, Norway, to HP Halden Pharma AS, a company of the Prange Group.
  • ► On September 30, 2024, the sale of Vamed's rehabilitation business to the international private equity firm PAI Partners was completed. Fresenius retains a minority interest of 30% in the business.
  • ► In Fiscal year 2024 the sale of Vamed´s operations in Austria to an Austrian consortium of the construction companies Porr and Strabag for a total purchase price of €90 million was decided. The transaction is expected to close in the first half of 2025.
  • ►In February 2025, Fresenius entered an agreement with Worldwide Hospital Group (WWH) to fully divest Vamed's international project business (Health Tech Engineering, HTE). In May 2024, Fresenius originally announced a gradual wind-down of the HTE project business, largely to be completed by 2026, as part of Fresenius' structured exit from its Investment Company Vamed. Closing is expected mid-2025 and subject to the fulfillment of certain closing conditions. Until then, the business will be reported as a special item outside Fresenius' core business. The transaction involves the transfer of liquidity and is expected to result in a negative special item amounting up to a low threedigit million euro amount.

The Group's total assets decreased by 4% (-5% in constant currency) to €43,550 million (Dec. 31, 2023: €45,284 million). The decrease is mainly due to divestments. Inflation had no significant impact on the assets of Fresenius in 2024.

Current assets decreased by 9% (-9% in constant currency) to €11,446 million (Dec. 31, 2023: €12,520 million). Within current assets, trade accounts receivable and other receivables decreased by 5% (-4% in constant currency) to €3,500 million (Dec. 31, 2023: €3,673 million). At 60 days, average days revenue outstanding was below the previous year's level (61 days).

Inventories increased by 2% (1% in constant currency) to €2,573 million (Dec. 31, 2023: €2,517 million). The scope of inventory in 2024 was 63 days (Dec. 31, 2023: 62 days). The ratio of inventories to total assets increased to 5.9% (Dec. 31, 2023: 5.6%).

Non-current assets decreased by 2% (-3% in constant currency) to €32,104 million (Dec. 31, 2023: €32,764 million). The goodwill and intangible assets in the amount of €17,507 million (Dec. 31, 2023: €17,620 million) has proven sustainable. The addition to the goodwill from acquisitions was €0 million (2023: €3 million) in fiscal year 2024.

Shareholders' equity increased by 3% (2% in constant currency) to €20,290 million (Dec. 31, 2023: €19,651 million). Group net income attributable to Fresenius SE & Co. KGaA increased shareholders' equity. The equity ratio improved to 46.6% (Dec. 31, 2023: 43.4%).

The liabilities and equity side of the balance sheet shows a solid financing structure. Total shareholders' equity, including noncontrolling interests, covers 63% of non-current assets (Dec. 31, 2023: 60%). Shareholders' equity, noncontrolling interests, and long-term liabilities in total cover all non-current assets and inventories.

Long-term liabilities decreased by 13% (-13% in constant currency) to €14,251 million (Dec. 31, 2023: €16,303 million). Short-term liabilities decreased by 3% (-4% in constant currency) to €9,009 million (Dec. 31, 2023: €9,330 million).

The Group has neither provisions nor accruals that are of major significance as individual items. Other provisions and accruals result mainly from provisions for self-insurance programs, for personnel expenses, for personnel expenses, for claims with deductibles, for warranties and claims, for interest liabilities from income taxes, and for litigation and other legal risks.

Group debt1 decreased by 14% (-14% in constant currency) to €13,577 million (Dec. 31, 2023: €15,830 million). Its relative weight in the balance sheet was 31% (Dec. 31, 2023: 35%). Approximately 3% of the Group's debt is denominated in U.S. dollars. Liabilities due in less than one year were €2,772 million (Dec. 31, 2023: €2,581 million), while liabilities due in more than one year were €10,805 million (Dec. 31, 2023: €13,249 million).

Sustainability Statement

ASSETS

LIABILITIES AND SHAREHOLDERS' EQUITY

of
De
ber
31
€ i
illio
as
cem
n m
ns
,		 202
4		 202
3
Cas
h a
nd
h e
iva
len
ts
cas
qu		 2,
282		 2,
562
Tra
de
d o
the
cei
vab
les
nts
acc
ou
an
r re
,
les
llow
for
ted
ed
it lo
s a
anc
es
ex
pec
cr
sse
s		 3,
50
0		 3,
673
Inv
ori
ent
es		 2,
573		 2,
51
7
Oth
fin
ial
ets
er
anc
ass		 1,
42
2		 1,
504
Oth
ets
er
ass		 1,
145		 533
1,
Inc
iva
ble
e ta
om
x r
ece
s		 214 176
As
s h
eld
fo
le
set
r sa		 31
0		 555
I. T
l cu
ota
nt
ets
rre
ass		 6
11,
44		 12,
52
0
Pro
lan
nd
uip
ty,
t a
nt
per
p
eq
me		 8,
569		 8,
964
Rig
ht-
of-
set
use
as
s		 32
1,
1		 818
1,
Go
odw
ill		 15,
085		 15,
089
Oth
int
ible
set
er
ang
as
s		 2,
42
2		 2,
53
1
Fre
ius
M
ed
ica
l C
in
d f
usi
the
uity
eth
od
tm
ent
nte
sen
are
ves
ac
cou
or
ng
eq
m		 3,
639		 3,
50
0
Oth
fin
ial
ets
er
anc
ass		 42
6		 36
0
Oth
ets
er
ass		 23
1		 142
De
fer
red
ta
xes		 41
1		 36
0
II.
To
tal
ent
set
no
n-c
urr
as
s		 32
104
,		 32
764
,
To
tal
set
as
s		 43
55
0
,		 45
284
,
of
De
ber
31
€ i
illio
as
cem
n m
ns
,		 202
4		 202
3
Tra
de
ble
nts
acc
ou
pa
ya		 1,
35
9		 1,
48
8
De
bt		 746 06
1,
1
Lea
liab
ilit
ies
se		 172 206
Bo
nds		 1,
854		 815
Co
rtib
le b
ond
nve
s		 -- 49
9
Oth
fin
ial
liab
ilit
ies
er
anc		 1,
549		 1,
644
Oth
liab
ilit
ies
er		 2,
094		 2,
47
7
Pro
vis
ion
s		 663 799
iab
ilit
ies
Inc
x l
e ta
om		 148 111
Lia
bil
itie
s d
ire
ctly
iate
d w
ith
the
s h
eld
fo
le
set
as
soc
as
r sa		 424 230
lia
bil
itie
A.
To
tal
sh
ort
-te
rm
s		 9,
009		 9,
33
0
De
bt		 740
1,		 2,
216
Lea
liab
ilit
ies
se		 1,
32
8		 1,
792
Bo
nds		 7,
737		 9,
24
1
Oth
fin
ial
liab
ilit
ies
er
anc		 965 826
Oth
liab
ilit
ies
er		 252 229
Pen
sio
n l
iab
ilit
ies		 605 666
Pro
vis
ion
s		 717 523
Inc
x l
iab
ilit
ies
e ta
om		 280 279
De
fer
red
ta
xes		 627 53
1
lia
bil
itie
B.
To
tal
lo
-te
ng
rm
s		 14,
25
1		 16,
303
I. T
l lia
bil
itie
ota
s		 23,
26
0		 25,
633
ing
in
A.
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oll
ntr
ter
est
nco
s		 748 652
Su
bsc
rib
ed
ita
l
cap		 563 563
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ital
p
re
ser
ve		 4,
315		 4,
32
6
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er
res
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es		 14,
038		 14,
092
Ac
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ted
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in
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cum
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e		 626 18
niu
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ity
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. K
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qu		 19,
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999
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0		 19,
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' eq
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55
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,		 45
284
,

Sustainability Statement

ASSETS AND LIABILITIES – FIVE-YEAR OVERVIEW

€ i
illio
n m
ns		 202
4		 202
3		 202
2		 202
1		 202
0
To
tal
ets
ass		 43
55
0
,		 45
284
,		 76,
40
0		 962
71,		 66,
646
rs'
1
Sh
ho
lde
uity
are
eq		 20,
290		 19,
65
1		 32,
218		 29,
288		 26,
023
1
%
of t
l as
ota
set
as
s		 47
%		 43
%		 42
%		 41
%		 39
%
rs'
1 /
Sh
ho
lde
uity
in
%
ent
set
are
eq
no
n-c
urr
as
s,		 63
%		 60
%		 %
55		 %
54		 %
51
2
De
bt		 13,
57
7		 15,
830		 27,
763		 27,
155		 25,
913
of t
%
l as
ota
set
as
s		 31
%		 35
%		 36
%		 38
%		 39
%

1 Including noncontrolling interests

2 Includes financial liabilities (short- and long-term), bonds and lease liabilities; 2023 additionally

includes convertible bonds

FIVE-YEAR OVERVIEW FINANCING KEY FIGURES1,2

Dec
. 31
, 20
24		 Dec
. 31
, 20
23		 Dec
. 31
, 20
22		 Dec
. 31
, 20
21		 Dec
. 31
, 20
20
3
De
bt /
EB
ITD
A		 3.6 4.5 4.2 4.0 4.4
3
Ne
t d
ebt
/ E
BIT
DA		 3.0 3.8 3.8 3.6 4.1
EB
ITD
A /
fin
ial
ult
anc
res		 8.3 8.4 13.
8		 0
15.		 10.
6

1 Before special items; the previous year's figures were adjusted due to divestments and the deconsolidation of Fresenius Medical Care.

2 For pro forma acquisitions, the missing pro forma EBITDA for the full 12 months is included.

For divestments, the EBITDA contribution of the last 12 months is deducted.

3 Excl. FMC; at average exchange rates for both net debt and EBITDA; before special items; pro forma closed acquisitions/divestitures, including lease liabilities, including Fresenius Medical Care dividend

Group net debt decreased by 15% (-15% in constant currency) to €11,295 million (Dec. 31, 2023: €13,268 million).

The net debt to equity ratio including noncontrolling interests (gearing) is 56% (Dec. 31, 2023: 68%).

The return on equity after taxes1 (equity attributable to shareholders of Fresenius SE & Co. KGaA) was 8.9% (Dec. 31, 2023: 7.9%). The return on total assets after taxes and before noncontrolling interests1 was 3.8% (2023: 3.2%).

Working capital2 amounted to €4,514 million (2023: €4,478 million). This corresponds to 21% of revenue (2023: 22%).

2 Trade receivables and inventories less trade payables and advance payments received

129

Sustainability Statement

Group ROIC was 6.2%1 (2023: 5.2%1). Within the position invested capital, goodwill of €15.1 billion had a significant effect on the calculation of ROIC. ROIC excluding goodwill was 12.6%1 (2023: 10.1%1).

It is important to take into account that approximately 75% of the goodwill is attributable to the strategically significant acquisitions of

  • ► HELIOS Kliniken in 2006,
  • ► APP Pharmaceuticals in 2008,
  • ► Hospitals of Rhön-Klinikum AG in 2014,
  • ► Quirónsalud and the biosimilars business in 2017, and
  • ► Ivenix and mAbxience in 2022.

Those have significantly strengthened the competitive position of the Fresenius Group.

The WACC (weighted average cost of capital) of the business segments was 5.24% (2023: 5.74%).

ROIC BY BUSINESS SEGMENTS

RO IC
in
%		 202
4		 202
3
1,2
ius
bi
Fre
Ka
sen		 8.0 7.3
1,2
Fre
ius
He
lios
sen		 5.8 5.4
1,2
Gr
ou
p		 6.2 5.2

1 Pro forma acquisitions (includes adjustments for acquisitions in the respective reporting period with a purchase price above a certain level); the previous year's figures were adjusted due to divestments and the deconsolidation of Fresenius Medical Care.

2 Before special items

RECONCILIATION OF AVERAGE INVESTED CAPITAL AND ROIC

€ i
illio
t fo
r R
OIC
n m
ns,
ex
cep		 Dec
ber
31
em
,
202
4		 Dec
ber
31,
em
202
3
To
tal
set
as
s		 43
55
0
,		 45
284
,
Plu
s: C
ula
tive
odw
ill a
rtiz
atio
um
go
mo
n		 122 127
Mi
: C
ash
d c
ash
uiv
ale
nts
nus
an
eq		 -2,
282		 -2,
562
Mi
ies
: Lo
late
d p
to
art
nus
ans
re		 -13 -16
Mi
: D
efe
d t
ets
nus
rre
ax
ass		 -41
1		 -36
0
Mi
: A
ble
unt
nus
cco
s p
aya		 -1,
313		 -1,
434
Mi
: A
ble
late
d p
ies
unt
to
art
nus
cco
s p
aya
re		 -48 -54
1
Mi
: P
isio
and
her
liab
ilit
ies
ot
nt
nus
rov
ns
cu
rre		 -5,
315		 -5,
770
Mi
iab
ilit
ies
fo
r in
: L
e ta
nus
com
xes		 -42
8		 -39
0
Mi
: A
ts h
eld
fo
le
nus
sse
r sa		 -31
0
Mi
ius
ica
l C
in
d f
usi
uity
: F
M
ed
the
eth
od
tm
ent
nte
nus
res
en
are
ves
ac
cou
or
ng
eq
m		 639
-3,		 -3,
50
0
Inv
ed
ita
l
est
cap		 29,
913		 31
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,
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1 Includes non-current provisions and payments outstanding for acquisition; does not include

pension liabilities and noncontrolling interests subject to put provisions.

2 Includes adjustments for acquisitions in the respective reporting period with a purchase price

above a certain level (2024: €0 million; 2023: €1,831 million).

3 Before special items

OVERALL ASSESSMENT OF THE BUSINESS SITUATION

Trends towards a changing geopolitical order have been observable since the beginning of the 2025 fiscal year. The potential implications of this for customs duties, taxes, regulation, administration and political decision-making, for example, may have direct and indirect negative effects on the industry environment and the business activities of the Fresenius Group, although these cannot be estimated at present.

Irrespective of this, the Management Board considers the business outlook for the Group to be positive and expects a successful fiscal year 2025.

OUTLOOK

This Group Management Report contains forward-looking statements, including statements on future revenue, expenses, and investments, as well as potential changes in the healthcare sector, our competitive environment, and our financial situation. These statements were made on the basis of the expectations and assessments of the Management Board regarding events that could affect the Company in the future, and on the basis of our mid-term planning. Such forward-looking statements are subject, as a matter of course, to risks, uncertainties, assumptions, and other factors, so that the actual results, including the financial position and profitability of Fresenius, could differ materially -- positively or negatively -- from those expressly or implicitly assumed or described in these statements. For further information, please see our Opportunities and Risk Report on pages 137 ff.

GENERAL AND MID-TERM OUTLOOK

In a generally improving economic environment, the Management Board continues to assess the business outlook of the Fresenius Group as positive at the time of preparing the Group Management Report. We continue to see steadily growing demand for our products, services, and therapies worldwide.

We are continuously striving to optimize our costs, adjust our capacities, and improve our product mix, as well as to expand our products and services business. This includes plans for cost-efficient production and a further-optimized procurement process. In addition, we can use digital technologies to accelerate central administrative processes and make them more efficient.

Fresenius recognizes very good opportunities to meet the growing demand for healthcare resulting from the aging population with its increasing need for comprehensive care and from technological progress worldwide. Fresenius expects that access to healthcare in developing and emerging countries will continue to improve and that efficient healthcare systems with appropriate reimbursement structures will develop over time. We will continuously review and optimize our activities and growth options in the global regions and look for opportunities to introduce further products from our portfolio in attractive markets that enable profitable growth.

The mid-term business outlook for Fresenius' Operating Companies is determined by the following factors:

►

Fresenius Kabi is focusing on three growth areas: broadening the biopharmaceuticals business, expanding the clinical nutrition business, and expanding the MedTech business. In the field of biopharmaceuticals, Fresenius Kabi specializes in the development of products for the treatment of autoimmune diseases and for use in oncology, and has a pipeline of molecules in various stages of development. The acquisition of a majority stake in mAbxience in 2022, which will enable a fully integrated vertical biopharma business, strengthens Fresenius Kabi's presence in the high-growth biopharmaceuticals market. We expect these measures to boost the company's earnings in the coming years. The clinical nutrition portfolio has grown successfully in recent years and will be further expanded, making the product offering more accessible from a geographical perspective. The MedTech portfolio was strengthened by the acquisition of Ivenix and its advanced infusion system. Fresenius Kabi continues to expand its MedTech product offering to keep pace with modern software and connectivity requirements. To strengthen the resilience of its high-volume IV drug business, Fresenius Kabi is developing generic drug formulations that are available at the time of market launch, i.e. immediately after the patents of the originator drugs expire.

In addition, Fresenius Kabi is developing new formulations of already off-patent IV drugs, as well as readyto-use products that are particularly user-friendly and safe, such as prefilled syringes and ready-to-use solutions in our freeflex infusion bags. Fresenius Kabi aims to further expand its product portfolio in selected countries where the company does not yet have a comprehensive offering, depending on the respective local market conditions.

► Fresenius Helios operates almost-nationwide hospital networks in Germany and Spain and provides outpatient care at various facilities. Patient care is to be further improved through the exchange of knowledge and experience (best practice) between Helios Germany and Helios Spain. The increasing number of privately insured patients opens up growth opportunities for Helios Spain, with a very deliberate and targeted allocation of capital for future expansion and hospital construction. Furthermore, the close integration of Helios Spain's corporate health management facilities with its own hospitals offers additional growth opportunities. In addition to innovative therapies, digitalization creates potential to further expand our market position. Helios Germany and Helios Spain are developing innovative business areas such as digital offerings.

HEALTHCARE SECTOR AND MARKETS

The healthcare sector is considered to be widely independent of economic cycles. The demand, especially for lifesaving and life-sustaining products and services, is expected to increase regardless of the macroeconomic challenges, given that they are medically needed and the population is aging. Moreover, medical advances and the large number of diseases that are still difficult to cure -- or are incurable -- are expected to remain growth drivers.

In the emerging countries, the availability of basic healthcare and the demand for high-quality medical treatment are increasing. As per-capita income increases, individuals increasingly have to cope with the illnesses associated with lifestyle diseases.

On the other hand, experts estimate that further financial constraints in the public sector could result in more pricing pressure and a slowdown in revenue for companies in the healthcare industry. Some countries are experiencing significant financing problems in the healthcare sector due to the strained public finance situation. Especially in the industrialized countries, increased pressure to encourage saving can be expected as healthcare costs constitute a large portion of the budget.

It will be increasingly important for companies in the healthcare sector to increase patient benefit, to improve treatment quality, and to offer preventive therapies. In addition, especially those products and therapies that are not only medically but also economically advantageous will be of increasing importance.

It is forecasted that the market for biopharmaceuticals from the therapeutic areas of oncology and autoimmune diseases will experience high-single-digit percentage growth in the upcoming years, whereby the biosimilars segment is clearly in the double-digit range. Today, more than one in three new drug approvals is a biopharmaceutical and significant growth of this global market, especially biosimilars, is expected in the next few years and decades.

Going forward, we anticipate mid-single-digit growth in the clinical nutrition market. This outlook is underpinned by the growing awareness of the importance of early clinical nutrition, as emphasized in the latest guidelines. Moreover, the increasing adaption of mandatory screening for malnutrition2 is contributing to the positive growth prospects. We see further potential in addressing the substantial number of malnourished hospitalized individuals who still lack access to nutrition therapies and in creating more awareness about malnutrition and our product offering in the community.

The MedTech Infusion and Nutrition System (INS) market should experience growth in the mid-single-digit range going forward, mainly driven by infusion management systems. In many countries, we continue to see strong demand in the infusion technology segment with drivers such as increase in chronic diseases, geriatric population, and the rising number of surgical procedures. In addition, the infusion pumps already placed in recent years will increase the demand for dedicated infusion sets.

1 Market data refers to Fresenius Kabi's addressable markets. Those are subject to annual volatility due to currency fluctuations and patent expiries of original drugs in the IV drug market, among other things. Percentage increase based on market value (price × volume).

2 Sources: New ESPEN guideline on clinical nutrition and hydration in geriatrics. Clin Nutr. 2022 41:958-989; by Volkert D, Beck AM, Cederholm T, Cruz-Jentoft A, Goisser S, Hooper L, et al.; latest implemented e.g., in Portugal: ''National Policy for effective screening implementation''; Directorate General of Health DGS

In the MedTech Transfusion Medicine and Cell Therapies

(TCT) market, we expect to see mid-single-digit growth in the near future, which is primarily driven by three segments. Firstly, the cell and gene therapy segment where we expect extraordinary double-digit growth due to an increase in approved therapies for first- and second-line treatments. Secondly, the hospital segment with double-digit growth in therapeutic apheresis and, thirdly, the plasma collection segment. In the blood center segment, we expect continued single-digit market growth, driven by increased platelet apheresis use in developing markets.

Going forward, the markets for generic IV drugs and IV fluids are expected to grow in the low-to-mid-singledigit range, with significant regional differences. The demand for generic IV drugs is expected to grow based on their relatively low cost advantage compared to originator drugs. The growth will continue to be driven by several other factors, including the aging population, the rising prevalence of chronic conditions, alongside the expansion of home healthcare and outpatient services. Technological advancements will also play a significant role.

Improved healthcare infrastructure, greater access to healthcare in emerging markets, and patent expiration of originator drugs contribute to the overall market of generic IV drugs globally. A factor working in the opposite direction is the price pressure on off-patent brands and generic drugs, as regulators seek to keep healthcare budgets under control, and it is expected that the competitive pressure in the market will further increase.

Due to the increasing provision of treatments in the outpatient setting, in particular, as well as the growing acceptance and use of digital healthcare services, we assume that the number of inpatient hospital treatments in Germany will continue to remain on a constant level or have limited growth potential in the future. This is due in particular to an increase in outpatient care and the growing acceptance and use of digital health services.

According to calculations, the potential for outpatient treatment in German hospitals is around 20% of inpatient cases (excluding births)2. Increasing outpatient treatment is desirable, not least for reasons of the shortage of specialist staff. To promote ambulatory care, the first hybrid DRGs were introduced on January 1, 2024. In future, hybrid DRGs are to be extended to other service areas.

In addition, a stronger cross-sectoral integration of inpatient and outpatient medicine should ensure high-quality hospital care close to home. Helios is well positioned in terms of cross-sector medicine in Germany with its broad range of inpatient and outpatient services.

The increase in the remuneration of hospital services in Germany is determined, among other things, by what is known as the change value. It amounts to 4.41% for 2025. The hospital financing system also provides for various surcharges and discounts for acute hospitals.

From 2025, the costs of midwives will be included in the nursing budget, in addition to the costs of specialist and assistant nursing staff. The so-called other professions will be reintegrated into the DRG accounting.

German hospitals will still be facing challenges in 2025: According to the Hospital Barometer 2024 of the German Hospital Institute (DKI), only 6% of hospitals expect an improvement in their financial situation. On the other hand, 65% of hospitals expect their economic situation to deteriorate. The ending of energy cost subsidies is further worsening the financial situation of hospitals.

Helios expects to continue to grow profitably in Germany in 2025. Since its founding, the company has focused on good organization, cost efficiency, and measurable, high medical quality as well as transparency of medical results.

In November 2024, the German Bundesrat approved the hospital structural reform. It came into force in January 2025. The aim is to fundamentally restructure the hospital landscape in Germany. The key elements here are the expansion of hospital financing to include volume-independent maintenance flat rates linked to specific medical service groups, which in turn are subject to defined structural and quality criteria. This is intended to promote the quality-oriented bundling of care capacities and to increase the level of outpatient care, which is low by international standards. The reform is to be implemented over a period of several years, with a budget-neutral transition phase for 2025 and 2026. From 2027, the maintenance flat rates will be aligned with the assigned service groups.

In principle, Helios Germany considers itself to be well positioned for the upcoming reform as it has been strategically focusing on structural changes, new forms of care, and regional healthcare networks (clusters) for many years. Helios expects the hospital structure reform to be rather beneficial than detrimental to the company.

According to our expectations, we anticipate that the private hospital market in Spain in 2025 will continue to grow in the mid-single-digit percentage range in terms of revenue. The continuing increase in the number of privately insured patients should also open up opportunities for private operators in the future.

Relevant indicators, for example nationwide healthcare spending and bed density, indicate the further market development potential in the Spanish healthcare system compared with other EU countries. This also provides opportunities for the establishment of new hospitals. Investments are being made both by the public sector and by private hospital operators3.

In addition, the highly fragmented Spanish private hospital market offers further consolidation potential.

The availability of skilled workforce will continue to change in the coming years. It is expected that more people will leave the labour force than will enter it. This will also lead to changes in hospitals, which will aim to use existing resources efficiently and effectively. Digitalization, robotics, and innovative forms of collaboration offer possible solutions for meeting this challenge.

This is another reason to expect the trend towards digitalization in the healthcare sector to become even more important. Increasingly, the degree of digitalization will be central to the future viability and competitiveness of a hospital. Networks and the use of digital solutions are opening up new opportunities to make processes more efficient and safer and thus to break new ground in patient care. Digitalization is a core element in enabling agile responses to upcoming changes.

GROUP REVENUE AND EARNINGS

Trends towards a changing geopolitical order have been observable since the beginning of the 2025 fiscal year. The potential implications of this for customs duties, taxes, regulation, administration and political decision-making, for example, may have direct and indirect negative effects on the industry environment and the business activities of the Fresenius Group, although these cannot be estimated at present.

Regardless of this, the Management Board assesses the business prospects for the group as positive and expects a successful financial year in 2025.

Fresenius will continue to closely monitor the potential impact of increased volatility and reduced visibility on its business and balance sheet.

All of these assumptions are subject to considerable uncertainty.

GROUP FINANCIAL TARGETS 2025

Tar
s 20
25
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Rev
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1 Before special items

Organic growth rate adjusted for accounting effects related to Argentina hyperinflation

REVENUE AND EARNINGS OF THE OPERATING COMPANIES

In 2025, we expect revenue and earnings development in our operating companies as shown in the table below:

FINANCIAL TARGETS OF THE OPERATING COMPANIES 2025

1
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Co
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1 Before special items

Organic growth rate adjusted for accounting effects related to Argentina hyperinflation

EXPENSES

For fiscal year 2025, we expect selling, general, and administrative expenses (before special items) as a percentage of consolidated net revenue to slightly increase compared to 2024 (2024: 11.8%).

TAX RATE

For fiscal year 2025, we expect a tax rate between 25% and 26% (2024: 25.9%).

LIQUIDITY AND CAPITAL MANAGEMENT

For fiscal year 2025, we expect a cash conversion rate of around 1.0.

In addition, undrawn credit lines under syndicated or bilateral credit facilities from banks provide us with sufficient financial headroom.

Financing activities in 2025 will be largely geared toward refinancing existing financial liabilities maturing in 2025.

Net interest expenses are expected to be in the range of €400 million to €420 million, depending on the respective financing activities.

In 2025, deleveraging will remain a key priority for us and we therefore have adjusted our target corridor which is now set at 2.5 x to 3.0 x.

Without further acquisitions and divestments, Fresenius expects the net debt / EBITDA1 ratio at the end of 2025 to be within the new self-imposed target corridor of 2.5× to 3.0× (December 31, 2024: 3.0×).

Other than that, there are no significant changes in the financing strategy planned for 2025. In 2025, deleveraging will remain a key priority for us.

INVESTMENTS

In 2025, we expect to invest about 5% of revenue in property, plant and equipment. About 56% of the capital expenditure planned will be invested at Fresenius Helios and about 38% at Fresenius Kabi.

Fresenius Helios will primarily invest in measures at the individual hospital locations in Germany and in new hospital buildings and expansions in Spain.

Fresenius Kabi will mainly invest in expansion and maintenance in 2025. This includes, in particular, the expansion of production facilities and in-licensing projects for biosimilar molecules.

With a share of around 88%, Europe is the regional focus of investment in the planning period. Around 8% of the investments are planned for North America and around 2% for Asia-Pacific, Latin America, and Africa. About 43% of total funds will be invested in Germany.

For 2025, we expect return on invested capital (ROIC) to be above 6.0% (2024: 6.2%).

CAPITAL STRUCTURE

For fiscal year 2025, we expect the equity ratio to increase about 2 percentage points compared to fiscal year 2024 (2024: 47%). Furthermore, we expect that financial liabilities in relation to total assets will slightly decrease in fiscal year 2024 (2024: 31%).

DIVIDEND

Fresenius is committed to generating attractive and predictable dividend yields as set out in the Fresenius Financial Framework. As part of the full-year reporting in February 2025, Fresenius defined a new dividend policy. Our target is to distribute ~30-40% of core net income (net income excluding FMC, before special items). The new dividend policy reflects the capital allocation priorities in line with the #FutureFresenius strategy. It also underscores our intention to reinvest in growth, reduce leverage, maintain a solid investment-grade rating and provide attractive shareholder returns.

Fresenius will propose to the 2025 Annual General Meeting to distribute a dividend of €1.00 for the 2024 fiscal year.

NON-FINANCIAL TARGETS

The KPIs cover the key sustainability topics of medical quality and employees and these quantitative ESG KPIs are reflected in the short-term variable Management Board compensation (Short-Term Incentive -- STI).

The topic of employees is measured with the key figure of the Employee Engagement Index (EEI) for the Fresenius Group. Fresenius is aiming for an EEI of 4.33 (achieved 2024: 4.02) for fiscal year 2025 (corresponds to 100% target achievement).

The Medical Quality topic is composed of equally weighted key figures that are defined at the business segment level. The indicators are based on the respective relevance for the business model.

Fresenius Kabi aims for an Audit & Inspection Score of at most 2.3 (achieved 2024: 1.7; 100% target achievement).

Helios Germany aims to achieve an Inpatient Quality Indicator (G-IQI) score of at least 88% (achieved 2024: 90.7%; 100% target achievement), and Helios Spain aims to achieve a score of at least 75% (achieved 2024: 73.3%; 100% target achievement).

OPPORTUNITIES AND RISK REPORT

We will continue to take advantage of the wide-ranging opportunities for sustainable growth and expansion that the health care market offers to the Fresenius Group. Fresenius comprises the operating companies Fresenius Kabi and Fresenius Helios as well as the investment company Fresenius Vamed. All business segments are market leaders in growth areas of the healthcare sector.

At the same time, the Fresenius Group is exposed to several risks due to the complexity and the dynamics of its business. These risks are inevitable consequences of entrepreneurial activity because opportunities can only be exploited when there is a willingness to take risks.

Our many years of experience, as well as our regularly leading market position, serve as a solid basis for achieving a realistic assessment of opportunities and risks.

KEY CHARACTERISTICS OF THE FRESENIUS RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Risk management is a continuous process. The aim of risk management is to identify potential risks as early as possible to assess their impact on our business and, if necessary, to take appropriate mitigating measures. The ability to identify, assess, and manage risks that put the achievement of our business goals at risk is an important element of solid corporate governance. The Fresenius risk management and internal control system is therefore closely linked to its corporate strategy. It explicitly considers all types of risk, including non-financial risks associated with our business activities or our business relationships, products, and services. In this context, sustainability-related risks are also considered in accordance with the German Corporate Governance Codex.

We consider short-, medium-, and long-term risks. For example, we consider a period of ten years and beyond when analyzing product development, investment and acquisition decisions.

Due to the constantly changing external and internal requirements and environment, our risk management and internal control system is being continuously developed. In the past financial year, the risk strategy was updated, and the risk appetite concept was further operationalized. In addition, in 2024 the Management Board engaged an external auditor to audit the risk management system and the internal control system for appropriateness and effectiveness in accordance with auditing standards PS 981 and PS 982 to further improve our systems. Recommendations from these audits are directly taken into account in the further development of the risk management system (RMS) and internal control system (ICS).

Our risk management and internal control system is regularly audited by the Internal Audit department. The findings from these audits are used to continuously improve our risk management and internal control system.

The structure of the Fresenius risk management and internal control system is based on the internationally recognized framework for corporate risk management, the ''Enterprise Risk Management ‒ Integrated Framework'' from the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and on the ''Three Lines of Defense'' model from the Institute of Internal Auditors (IAA) as well as on requirements set by applicable audit standards. Based on those requirements the Group function Risk Management & Internal Controls sets guidelines and minimum requirements for the Group. Based on these guidelines, group-wide standards are established and documented for the risk management and internal control system.

In addition, the core principles of the risk culture and of the risk strategy and risk appetite are defined and integrated into the business processes.

The organization and responsibilities of the risk management process and process control are defined as follows:

  • ► The business segments and their operational business units are responsible for identifying, assessing, and managing risks.
  • ► The managers of each organizational unit are required to report any relevant changes in the risk profile to the Management Board without delay.
  • ► A dedicated Risk Management function at Group level defines standards valid for the entire Group and supports and monitors risk management and internal control system structures and processes. Specialized subdepartments have been set up within this Group function.
  • ► The Group function is supplemented by risk management functions at segment or entity level. The tasks and responsibilities between the different organizational levels are clearly defined and documented.
  • ► The Risk Steering Committee chaired by the member of the Management Board for Risk Management is an advisory body that discusses internal and external developments regarding the risk management and internal control system. In addition, the Risk Steering Committee advises on significant risks, test results of internal controls and prepares decision proposals for the Fresenius Management Board.
  • ► The Management Board of the Fresenius Group has the overall responsibility for effective risk management and regularly discusses the current risk situation. Within the Fresenius Group Management Board, the member of the Management Board for Risk Management is responsible for the risk management and internal control system, as well as their organization.

► The Audit Committee of the Supervisory Board monitors whether the Management Board fulfills its obligations to establish an appropriate and effective internal control system and risk management system, has their effectiveness regularly monitored by the internal audit department and appropriately remedies any weaknesses identified. If necessary, it also consults an external body (e.g., an external auditing company) for monitoring purposes.

The risk situation is evaluated regularly via a companywide IT tool and compared with specified requirements. If relevant changes to the risk profile or new risks arise between the regular reporting cycles, these are recorded and evaluated as part of the ad hoc reporting process. Should negative trends arise, we can then take countermeasures at an early stage.

In addition to risk reporting, regular financial reporting to management as well as short- and medium-term financial planning are important tools for managing and controlling risks. Detailed monthly and quarterly reports are used to identify and analyze deviations of actual versus planned business development.

Fresenius uses standardized processes to assess risks. These include both quantitative and qualitative valuation methods. The assessment of a risk considers its likelihood of occurrence, its potential impact on our assets, liabilities, financial position and financial performance, and the time horizon. Fresenius assesses the potential impact on the results of operations consistently based on the key figure EBIT. The risks are presented after consideration, description, and evaluation of already initiated and implemented mitigating measures. Risks are evaluated for a period of twelve months to assess the impact of the risk situation on the one-year forecast for the Fresenius Group. In addition, potential risks with an impact on the medium- and longterm company goals are analyzed and estimated.

Fresenius categorizes the likelihood of occurrence of a risk as follows:

ility
Pro
bab		 Clas
sific
atio
n
in
Alm
ost
rta
ce		 > 9
0 %
Lik
ely		 > 5
0 b
is ≤
90
%
Pos
sib
le		 > 1
0 b
is ≤
50
%
Un
like
ly		 ≤ 1
0 %

The following overview shows how the potential impact on assets, liabilities, financial position and financial performance is classified:

Pot
ial
im
ent
t
pac		 Clas
sific
atio
n
Sev
ere		 illio
≥ E
UR
75
m
n
Ma
jor		 ≥ E
UR
50
illio
m
n
Me
diu
m		 ≥ E
UR
15
illio
m
n
Low ≥ E
UR
5
mi
llio
n

As part of this process, the potential impact on our assets, liabilities, financial position and financial performance is usually assessed on a three-point basis, being the impact in the best-case, the realistic-case, and the worst-case scenario.

Risk groups that could lead to deviations from the expected development of the business are displayed in the table of the top 10 risk groups on page 142.

Based on the quantitative risk assessment, the overall aggregated risk position is determined at Group level by means of a Monte-Carlo Simulation. This involves taking correlations and dependencies between risks into account. The calculated overall aggregated risk position is compared to the Group's risk-bearing capacity. The risk-bearing capacity represents the maximum acceptable level of risk exposure beyond which the continued existence of the Fresenius Group could be at risk. Fresenius determines its risk-bearing capacity based on selected key balance sheet figures, such as the liquidity reserve, and rating-related key figures of the Group, such as the leverage ratio.

Managing opportunities is an ongoing, integral part of corporate activity. To be successful over the long term, we consolidate and improve on what we have already achieved and create new opportunities. The Fresenius Group and its business segments are organized and managed in a way that enables us to identify and analyze trends, requirements, and opportunities in our often-fragmented markets, and to focus our actions accordingly.

Opportunities in the sense of our risk management are positive deviations with regard to our corporate goals that have not yet been taken into account in the annual financial statements or financial planning. These opportunities in the sense described above are also systematically recorded in our risk management system. We continue to see steadily growing demand for our products, services and therapies worldwide. This is not least due to the growing need for healthcare services resulting from the ageing population with their increasing need for comprehensive care and technical progress worldwide.

We also want to take advantage of the opportunities presented by our global position: Access to healthcare in developing and emerging countries will continue to improve and, over time, efficient healthcare systems with appropriate remuneration structures will develop. We are continuously reviewing our growth options here and looking for opportunities to introduce further products into attractive markets.

The market for biopharmaceutical drugs represents a further opportunity. We expect high growth rates here in the coming years. We assume that our pipeline of molecules, our stake in mAbxience and our positioning in the market will increase our earnings in the coming years.

We expect the trend towards digitalization in the healthcare sector to become even more important. The degree of digitalization will be increasingly crucial for the future viability of a hospital. Networking and the use of digital solutions create new opportunities to make processes more efficient and safer and thus to break new ground in patient care. We will continue to make consistent use of these opportunities, for example in the establishment and operation of "virtual hospitals'' and the consistent use of the possibilities that artificial intelligence offers us.

The continued positive development of our cost and efficiency programs, resulting from process optimization, the reduction of sales, administration, and procurement costs, as well as further digitalization measures, would have a positive impact on our assets, liabilities, financial position and financial performance. We monitor and manage these programs and the associated developments centrally at Group level. Furthermore, we expect an additional positive development due to the normalization of general cost inflation.

In all business segments and at Fresenius SE & Co. KGaA, we have set up dedicated risk-oriented compliance management systems. These are based on three pillars: prevention, detection and response. Our compliance measures are primarily aimed at using preventive measures to avoid compliance violations. Key preventive measures include comprehensive risk identification and risk assessment, appropriate and comprehensive policies and processes, regular training, and ongoing consultation. We also carry out internal controls to identify possible compliance violations and ensure that we act in accordance with the rules. For additional information about our Compliance Management System, we refer to page 144.

The internal control system is an important part of Fresenius' risk management. In addition to internal controls with regard to the financial reporting, it includes control objectives for further critical processes, such as quality management and patient safety, cybersecurity and data protection, and sustainability. Fresenius has documented relevant critical control objectives in a Group-wide framework, integrating the various management systems into the internal control system in a holistic manner. As risk-mitigating measures, internal controls are a key component of risk management. In addition, weaknesses in the internal control system can indicate risks, which are then recorded and evaluated in risk management.

Fresenius employs numerous measures and internal controls to ensure that accounting processes are reliable, and that financial reporting is correct, including the preparation of annual financial statements, consolidated financial statements, and management reports in compliance with applicable regulations and principles. Our four-tier reporting process especially promotes intensive discussion and ensures control of the financial results. At each reporting level, i.e.,

  • ► the local entity,
  • ► the region,
  • ► the business segment, and
  • ► the Group

financial data and key figures are reported, discussed, and compared with the prior-year figures, budget, and latest forecast on a monthly basis.

In addition, all parameters, assumptions, and estimates that are of relevance for the externally reported Group and segment results are discussed intensively with the department responsible for preparing the Group's consolidated financial statements. These matters are also reviewed and discussed quarterly by the Supervisory Board's Audit Committee.

Control mechanisms, such as automated and manual reconciliation processes, are further precautions put in place to ensure that financial reporting is reliable and that transactions are correctly accounted for. All consolidated entities report according to Group-wide standards, which are determined at the head office. These are regularly adjusted to allow for changes made to the accounting regulations. The consolidation proposals are supported by the IT system. In this context, internal Group balances, among other things, are reconciled in a comprehensive manner. To prevent abuse, we take care to maintain a strict separation of functions.

Monitoring and assessments carried out by management also help to ensure that risks with a direct impact on financial reporting are identified and that controls are in place to minimize them.

Moreover, changes in accounting principles are closely monitored and employees involved in financial reporting are instructed regularly and comprehensively. External experts and specialists are engaged if necessary. The treasury, tax, controlling, and legal departments are involved in supporting the preparation of the financial statements. Finally, the information provided is verified once more by the department responsible for preparing the consolidated financial statements.

The established risk management and internal control system is fundamental to the assessment of the aggregated risk position for the one-year forecast period and the assessment of the Fresenius Group's overall aggregated risk position. Risks for Fresenius arise from factors that we cannot influence directly. These include, for example, the general economic trend, which we analyze regularly. In addition, there are risks that we can influence directly, mostly of an operational nature, which we anticipate as early as possible and against which we initiate measures if necessary.

Overall, there are currently no identifiable risks to the future development of Fresenius that could have a lasting and material adverse effect on the assets, liabilities, financial position and financial performance of the Fresenius Group.

The aggregated risk position for the one-year forecast period is fully covered by the Fresenius Group's risk-bearing capacity. In order to be informed of possible changes in the risk situation at an early stage and to be able to take appropriate risk-mitigating measures, we have introduced further observation limits below the risk-bearing capacity. To this end, we have included risk appetite and risk tolerance in our risk-bearing capacity approach. The aggregated risk position for the one-year forecast period is also fully covered with regard to these limits. The overall aggregated risk position for all reported periods, including those beyond the one-year forecast period, is also fully covered by the Fresenius Group's risk-bearing capacity.

Overall responsibility for our RMS and ICS lies with the Management Board. The Group Risk Management & Internal Controls organization supports the Management Board in designing and maintaining appropriate and effective internal control and risk management activities by coordinating, monitoring and reporting on these processes. Findings from this functional monitoring of the risk management and internal control system are addressed through appropriate measures.

At the end of each fiscal year, the Management Board per-forms an evaluation of the adequacy and effectiveness of the ICS and RMS. This evaluation is based on:

  • ► quarterly reporting in Management Board meetings about the company-wide risk and opportunity situation and the results of the internal control process;
  • ► the review of certification processes for our risk management and internal control system by relevant Group functions and the management of affiliated companies;
  • ► the assessment of the appropriateness and effectiveness of our RMS and ICS by Internal Audit based on the audits carried out in this reporting period;
  • ► the annual assessment by the Group Risk Management & Internal Controls organization regarding the adequacy and effectiveness of our RMS or ICS;
  • ► the results of the adequacy audit of the internal audit system and the risk management system as of December 31, 2024.

Based on this, the Management Board has no indication that our RMS or ICS in their respective entirety have not been adequate or effective as of December 31, 2024.1

Nevertheless, there are inherent limitations on the effectiveness of any risk management and internal control system. For example, no management system -- even if deemed to be adequate and effective -- can guarantee that all risks that will occur will be identified in advance or that any process violations will be ruled out under all circumstances.

Prior to the preparation of the management report, the Audit Committee of the Supervisory Board also engages with the Management Board's statement on the appropriateness and effectiveness of the risk management system and internal control system. The Audit Committee asks the Management Board to explain how it has derived its opinion and discusses the procedure with the Management Board.

Sustainability Statement

MAJOR RISK GROUPS

Risks that could lead to deviations from the expected development of the company of the ten most significant risk groups based on the aggregated risk position are shown in the table below. The TOP 10 risk groups with their respective aggregated risk position range between €90 million and €330 million. The respective impact of each risk group, based on their relative share on the overall aggregated risk position, is displayed in the table as well. These risk groups and the respective material risks per risk group, the significant changes and the risk mitigation measures are presented in detail below.

In our largely regulated business environment, changes in legislation, especially regarding reimbursements, can have a drastic impact on our business success. National healthcare systems are financed very differently. Changes in reimbursement systems and pricing in particular would have a significant impact on our assets, liabilities, financial position and financial performance. The following risks are significant components of this risk group. In China, increasing competition through the expansion of tender procedures and the associated reduction in drug prices represent significant risks.

A further expansion of tenders at national level, known as "National Volume-based Procurement" (NVBP), and of tenders at provincial level, known as "Provincial Volumebased Procurement" (PVBP), are evaluated as likely and may lead to a severe impact. We are countering these risks with cost-saving initiatives and efficiency gains in the sales organization and in production. We are also closely monitoring individual developments at national and provincial level.

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In the USA and Europe, changes in the reimbursement system in particular could have a significant impact on our business due to the high proportion of sales generated by the Kabi segment. Changes in legislation, reimbursement practices and healthcare programs could influence the scope of reimbursements for services, the scope of insurance coverage and the product business. This possible risk can have a major negative impact on our business as well as on our assets, liabilities, financial position and financial performance.

We counter these risks by monitoring possible changes to reimbursement systems at an early stage and then reacting promptly by increasing productivity and reducing costs in order to counteract them.

In the hospital market in Germany, the current system of purely volume-dependent remuneration via case rates is to be converted into a mixed remuneration system as part of the hospital structural reform. The plan is to limit remuneration based on case rates to 40%. In the future, an average of 60% of remuneration is to be distributed independently of performance via retention rates (including the care budget).

The amount of retention funding is to be linked to service groups that are allocated to individual hospitals by the federal states, and which require compliance with defined criteria. Among other things, this is intended to ensure that complicated treatments may only be carried out in hospitals that have the appropriate personnel and technical equipment. Depending on the service group and therefore relevance, hospitals will receive financial resources. The exact financial impact of the reform on the Helios clinics cannot be quantified at present, as key details, particularly regarding the planned allocation of service groups, are not yet known. This uncertainty has been evaluated as unlikely with a medium potential impact.

The requirements of the hospital structural reform confirm the necessity for initiatives to form cluster and centers of excellence that have been underway at Helios for years. In this context, especially the focus on more outpatient care and more flexibility as well as specialization is to be viewed as particularly positive.

As part of the ''Nursing Personnel Strengthening Act'' (PpSG), nursing care costs were removed from case rates (DRG) and the costs of patient-centered nursing care were reimbursed in full by the health insurance funds via separate care budgets. Potential discounts on our receivables resulting from ongoing negotiations with the payers pose a possible risk with a major impact on our assets, liabilities, financial position and financial performance.

We are preparing for further negotiations with the healthcare payers and are using a strategic approach here to balance the advantage of generating liquidity in the short term with the disadvantage of a discount on our receivables.

Numerous competitors are active within the healthcare sector, some of which have considerable resources in the areas of finance, marketing or research and development. Increased competition, including in the area of generic IV drugs and technical equipment for plasmapheresis, may continue to have a low adverse effect, with a possible to likely probability, on the pricing and sale of our products and services.

In the USA, Fresenius Kabi sells almost all injectable pharmaceutical products through agreements with "Group Purchasing Organizations'' (GPOs) and distributors. The GPOs also have contracts with other manufacturers and the bidding process is highly competitive. For example, upcoming renegotiations of our distribution agreement for individual products are estimated as unlikely to possible with a potentially medium to major impact.

In addition, the introduction of new products and services or the development of superior technologies by competitors may make our products and services less competitive or, in an unlikely case, even obsolete and thus have a major adverse effect on their sales, the prices of the products and the scope of the services.

In order to ensure our long-term competitiveness and counteract potential competition and innovation risks, we work closely with medical professionals and scientists. Important technological and pharmaceutical innovations are leveraged and further developed at an early stage through this cooperation, also by adapting our corporate strategy if necessary. In addition, we ensure our competitiveness by continuously analyzing our market environment and the legal framework. We closely monitor market developments, in particular concerning our competitors' products. The interaction between the various technical, medical and academic institutions within our Group also ensures our competitiveness.

Overall, the risks described have contributed to an increase in the aggregated risk position of the risk group.

Risks that may arise in connection with the manufacturing of our vital products, in the provision of services to our patients or in the project business have a significant impact on Fresenius.

This primarily concerns risks directly related to our production, such as potential manufacturing downtime, delays in the commissioning of new production capacities or restrictions on existing production capacities following interruptions. To minimize the risks of such failures as far as possible, we are continuously working to improve our business continuity management and thus reduce potential damage to our production and value chain. These Risks are evaluated with a possible likelihood of occurrence and a potentially medium to severe impact.

Delays in delivery can also have a negative impact on our assets, liabilities, financial position, and financial performance. In addition to direct financial risks, such as loss of sales or contractual penalties, persistent delivery delays and shortages entail a high reputational risk and can lead to disadvantages in future tenders. We evaluate those risks as almost certain with a medium potential impact. In order to mitigate the occurrence of supply shortages, we are already investing in the development of additional production capacities and are continuously monitoring our delivery routes so that we can react to any delays in good time.

Various operational risks arise from the wind-down of the international project business at Fresenius Vamed. These relate to possible risks in connection with project handling costs, the departure of key employees, the termination of important supplier relationships or unexpected project delays and risks of staff shortages, which can have a medium to severe negative impact on our assets, liabilities, financial position, and financial performance. Overall, these risks have contributed to an significant increase in the aggregated risk position of the risk group.

In the long term, Fresenius aims to expand its position as one of the leading international providers of healthcare products and services. In recent years, we have expanded our company along our value chain, thereby increasing the global availability of our products and services.

While Fresenius Kabi offers a wide range of different products worldwide, many of these products are sold exclusively through a limited number of buyers, especially in the USA, which creates a special dependency on these customers. There is therefore a risk that these buyers will exploit their market position to force pricing adjustments. This results in unlikely to possible risks which could have a medium to major impact on our assets, liabilities, financial position and financial performance. In order to avoid over-relying on individual customers as far as possible, we continuously monitor our customer structure, diversify our product range and negotiate purchase agreements in advance and for long-term periods.

A potential deviation from the planned case numbers represents a significant sales risk for Helios Germany. The ongoing monitoring of the development of case numbers resulted in a likely risk with a major potential impact. To mitigate this risk, Helios Germany is further enhancing the attractiveness of its clinics through a large number of initiatives.

In order to remain profitable in the healthcare market, Fresenius Kabi has recently launched a number of new products and continues to plan to launch new products. For such new product launches, however, there is still a risk that market entry will be delayed or that products will not be absorbed by the market in the forecast sales volumes after launch. Such possible delays in market entry and sales shortfalls for new products can have a low negative impact on assets, liabilities, financial position and financial performance. Overall, those risks contributed to an increase in the aggregated risk position for the risk group.

The Fresenius Group is regularly involved in lawsuits, legal disputes, regulatory and tax audits, investigations, and other legal matters, most of which arise in the ordinary course of business of providing healthcare services and products. These risks are identified, assessed and if material, reported on an ongoing basis. This also includes risks arising from an unclear legal situation, such as the legislation surrounding the energy price compensation payments made for the years 2022 and 2023. Those risks are estimated as unlikely with a potentially severe impact. Overall, those risks contributed to an increase in the aggregated risk position for the risk group. Fresenius continuously monitors the development of laws and proposed legislation and, if necessary, also consults external bodies such as law firms.

Fresenius' business activities are subject to comprehensive government regulations and controls in almost all countries. In addition, Fresenius must comply with other generally applicable legal provisions that differ from country to country. New regulations, particularly from the European Union, especially in the area of potential environmental violations, together with a possible sales-based fine under corporate criminal law, represents an unlikely risk with a severe potential impact.

Other possible risks with a potentially major to severe impact are also regularly examined as part of compliance investigations. Potential breaches of laws and regulations are also regularly investigated as part of the wind-down of the international project business.

At Fresenius, risk-oriented compliance management systems are implemented in every business segment. These systems take into account the markets in which the respective business segments operate and are tailored to the specific requirements of the business segment. With our compliance programs, we set binding guidelines for our employees. We assume that we have taken sufficient precautions to ensure that national and international rules are observed and complied with. Nevertheless, even with a comprehensive compliance program, misconduct by individual employees or contractual partners that could cause damage to the company cannot be completely ruled out. In total, those risks lead to an increase in the aggregated risk position for the risk group.

Our global business operations give rise to a variety of foreign currency risks. The financing of business activities can also give rise to interest rate risks, which can affect the value of our assets, particularly firm value.

In view of the strong US business, the relationship between the US dollar and the euro is of significant importance to us. Foreign currency and interest rate risks are possible to likely and respectively could cause a medium effect on the aggregated risk position for the risk group.

To limit these risks, we use derivative financial instruments, among other things. We limit ourselves to marketable, over-the-counter instruments and use them exclusively to hedge underlying transactions, not for trading or speculative purposes.

As a globally active company, we also have production capacities in all major foreign currency areas. Further information on the management of foreign currency risk and interest rate risk can be found in the notes to the consolidated financial statements on pages 380 f.

As part of the structured exit and the wind-down of the international project business at Fresenius Vamed, there is a risk that guarantee commitments made in projects by external parties could be called. This unlikely risk with a potentially severe impact increases in particular if delays occur in the course of the project. This would result in repayment claims.

As a listed company, Fresenius is obliged to publish regular (quarterly) financial reports in accordance with current IFRS regulations. There is therefore the risk that Fresenius does not comply with current IFRS regulations and / or that our reports do not represent true and fair financial reporting due to accounting errors. In addition, Fresenius is exposed to risks due to non-financial reporting regulations. This year, the guidelines on sustainability reporting for companies and the corresponding comprehensive European standards on sustainability reporting will become binding for Fresenius. To continue to comply with the requirements for our financial reporting, we monitor changes in accounting very closely and continue to ensure the high quality of our financial statements through harmonized accounting standards. Risks in connection with our reporting remain primarily unchanged with an unlikely probability and major impact. The aggregated risk position has increased for the risk group.

Further information on financial risks can be found in the notes to the consolidated financial statements on pages 379 ff.

As one of the leading healthcare groups, digital information is a cornerstone and enabler for our global business. Fresenius is continuously digitalizing its processes, opening up new markets with digital product solutions and taking into account the fact that digitalization is associated with cyber risks that could compromise confidentiality, integrity or availability.

The main risks that affect Fresenius include the theft and disclosure of personal and patient data and confidential business secrets, as well as attacks on and associated failures of our IT infrastructures and applications, e.g. due to malware or the targeted manipulation of data. There are also cyber risks in connection with the business activities of our respective business segments: In the product business, these relate to the interruption of production and logistics processes and the theft of intellectual property. In our healthcare facilities, cyber risks relate to patients, their health data and the medical devices used. The unavailability of IT systems in critical situations or the compromise of medical devices could have a negative impact on patient safety and the effectiveness of treatment and have been evaluated as unlikely to possible with a potentially severe impact.

The loss of sensitive data or non-compliance with laws, regulations and standards could damage our competitive position, our reputation and the company as a whole. Furthermore, Fresenius or one of the Group companies could be subject to substantial fines in the event of a breach of the law.

Our stakeholders place great trust in the cyber security of our products and services. To minimize cyber risks, we have implemented security architectures and concepts that include preventive, detective and reactive measures. We can detect cyber threats at an early stage through monitoring mechanisms in our networks as well as on our devices, such as desktops, servers and mobile devices. The security of applications that process sensitive patient or personal data is regularly checked using penetration tests and redteaming exercises that simulate targeted attacks. Critical systems, such as central communication systems or clinical information systems, are subject to special protection concepts that can, for example, compensate for the failure of a system. Our aggregated risk position in this area has not changed compared to the previous year.

The quality of our products, services and therapies is a prerequisite for optimal medical care. For the well-being of patients and the protection of our employees, we therefore apply the highest quality and safety standards to all processes. Nevertheless, violations of production regulations and quality deficits in our production may occur under certain circumstances, e.g. due to a ban on critical pharmaceutical ingredients (e.g. PFAS) or deficiencies in the research and development process. However, this has been evaluated as unlikely with a potentially severe impact. Major risks can also arise from the highly complex transfer of technologies from external partners to our own production environment. The corresponding likelihood has been estimated as possible.

Non-compliance with the requirements of the regulatory authorities at our production facilities or at our suppliers could result in regulatory measures, including warning letters, product recalls, production interruptions, fines or delays in the approval of new products. Any of these measures could possibly damage our reputation, impair our ability to generate sales and result in major costs.

We ensure compliance with product specifications and production regulations through our quality management systems. These are structured in accordance with the internationally recognized quality standards ISO 9001 and ISO 13485, among others, and take into account relevant international and national regulations. We implement them with the help of internal guidelines such as quality manuals and process instructions and regularly check compliance through internal and external audits at production sites and in sales units. This includes all requirements and regulations from management and administration to product manufacturing, clinical services and patient satisfaction. Our production sites fulfill the Good Manufacturing Practice requirements of their respective markets. They are inspected by local health authorities such as the U.S. Food and Drug Administration (FDA) or the European Medicines Agency (EMA). If an authority identifies deficiencies, Fresenius immediately takes comprehensive and appropriate corrective action.

Fresenius uses the early warning system to evaluate quality-relevant information from various risk areas to identify risks at an early stage and initiate preventive or risk-mitigating measures. Fresenius Kabi uses, for example, globally responsible safety officers, databases in which complaints and side effects are recorded, internal and external audits as well as key performance indicators that serve the internal control and optimization of quality processes. In this way, product safety profiles can be created and evaluated worldwide.

As a risk-minimizing measure, product recalls, for example, are initiated in cooperation with the responsible supervisory authority; at the same time, the cause of the recall is analyzed in detail. If necessary, corrective measures are initiated in order to avoid the circumstances that led to the recall in the future. Our aggregated risk position in these areas slightly increased.

In the supply chain, potential risks arise mainly from price increases, dependencies on individual suppliers or the lack in availability of raw materials and goods due to interrupted supply chains. In particular, dependence on individual suppliers for certain products or services can have a possible to likely medium negative impact on our assets, liabilities, financial position and financial performance if the contractual relationship is terminated. We counter these risks by appropriately selecting and working together with our suppliers, through long-term framework agreements in certain purchasing segments, and by bundling volumes within the Group.

We only source high-quality products from qualified suppliers whose safety and suitability have been proven and which meet our specifications and requirements. When evaluating our risks and our control measures, we also take new requirements and legal framework conditions into account, such as, for example, the Act on Corporate Due Diligence Obligations in Supply Chains, which has been in force in Germany since 2023. The aggregated risk position for the supply chain risk group has declined slightly.

The shortage of skilled workers in general and the adequate recruitment of qualified personnel also pose likely challenges with a medium potential impact for the Fresenius Group. This applies in particular to our medical staff as well as to specialists in Vamed's international project business. In order to improve to identify and manage risks in the international project business, Vamed assesses potential personnel shortages directly at the level of the individual projects.

To engage these challenges in general, Fresenius is also taking appropriate measures in employer branding and in the recruitment, retention and further development of skilled professionals.

To increase the visibility and attractiveness of the Fresenius Group, we rely on a mix of initiatives in our employer branding. The centerpiece is the multi-award-winning Group careers page with job advertisements and video, image and text information about the Fresenius Group. We are also represented on all relevant social media channels and selected online portals representing our own careers content. To promote internal career development and make internal job opportunities as transparent as possible, there is the global, internal job portal 'stayFresenius'. We strengthen loyalty to our company by offering our employees attractive development opportunities and social

benefits as well as variable remuneration and working time models. We also promote international and interdisciplinary cooperation. To ensure a sustainable supply of skilled workers, we offer, for example, target group specific programs for young academics with subsequent retention programs as well as extensive training programs for school students. Depending on their customer and market structure, our business segments pursue various concepts and measures for personnel development.

The aforemented transfer of Human Recources related risks individually to project level has reduced the aggregated risk position in this area.

Sustainability Statement

TABLE OF CONTENTS SUSTAINABILITY STATEMENT

149 ESRS 2 General disclosures 210 ESRS S1 Own workforce 286 ESRS G1 Business conduct

177 Environmental information 250 Privacy

177 Disclosures pursuant to Article 8 of Regulation (EU) 2020 / (EU Taxonomy Regulation) 269 Access to products and services

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- 249 ESRS S4 Consumers and end-users

149 General information 210 Social information 286 Governance information

Sustainability Statement

GENERAL INFORMATION

ESRS 2 GENERAL DISCLOSURES

[ESRS 2] General disclosures

[BP-1] General basis for preparation of Sustainability Statements

This Group Sustainability Statement (Sustainability Report) is presented for the 2024 fiscal and calendar year and aims to inform our stakeholders about our sustainability activities in a transparent manner. The Sustainability Statement is prepared in full compliance with the European Sustainability Reporting Standards (ESRS) in order to fulfil the CSRD. It further fulfills the requirements for the non-financial Group report to be prepared in accordance with Sections 315b to 315c in connection with Sections 298c to 2998e of the German Commercial Code (HGB).

In addition, with the information provided in this Sustainability Report, the Fresenius Group complies with the requirements of Regulation (EU) 2020/ 852 of the European Parliament and of the Council of June 18, 2020 on the establishment of a framework to facilitate sustainable investment and amending Regulation (EU) 2019/ 2088 (hereinafter referred to as the EU Taxonomy Regulation), as explained from page 177.

The Sustainability Report has been prepared on a consolidated basis and refers to the same scope of consolidation as the financial reporting. The report therefore covers the Group including its business segments, i.e. all fully consolidated companies under the legal or actual control of Fresenius SE&Co. KGaA, Bad Homburg, Germany.

The Sustainability Report covers both our own business operations and the upstream and downstream value chain, provided that the identified significant impacts, risks, and opportunities affect our value chain. Those focusing only on the value chain are addressed accordingly. Information on the extent to which policies, actions, targets and metrics cover the value chain is presented in the relevant sections of the respective topical standards. The business segments Fresenius Kabi and Fresenius Helios are described as operating companies.

Information provided on approaches, guidelines and controls at Fresenius apply to the geographies in which the company operates production sites, healthcare facilities or other operating entities. We also consider the upstream and downstream value chain if required due to contractual or regulatory provisions. The most relevant stakeholder groups are explained in section SBM-2 Stakeholders and partnerships starting on page 159 in this standard.

The information in the Sustainability Report is comprehensive from Fresenius' perspective. No information has been omitted due to intellectual property, know-how or the results of innovations.

The entities of the business segment Fresenius Vamed (investment company) that were sold, or for which a disposal is planned, or a reverse of operation is conducted, in accordance with the announcement of May 8, 2024 are included in the information until completion of disposal of the respective entity:

  • ► Only those units whose disposal has not yet been completed are included in the reporting date figures.
  • ► For units sold during the year, figures are taken into account on a pro rata basis.
  • ► If estimates were used for the consolidation, explanations are provided in the respective topical standards.

Due to the reverse of operation of the remaining Vamed project business, we assume that impacts, risks, and opportunities from these activities will continue to decrease in future. Therefore, these risks are no longer considered to be material.Fresenius has not made use of the exemption (pursuant to Article 19a (3) and Article 29a (3) of Directive 2013/ 34/EU) to provide information on pending developments or matters under negotiation. Further information on the scope of consolidation and the transactions can be found in the Notes on pages 312 ff. and in the Management Report starting on page 83. Explanations of definitions and reporting scope of metrics are provided in the respective topical standards of this Sustainability Report. From the 2025 reporting year, the Fresenius Vamed entities that are consolidated in the Corporate /Other segment will be integrated into the segment's existing control and reporting processes and the proportion of estimates used will be reduced.

Sustainability Statement

All references in this report to information outside the Sustainability Report are additional information and not part of the Sustainability Report and its audit by Pricewaterhouse-Coopers GmbH Wirtschaftsprüfungsgesellschaft (PwC). No further information has been included by reference to sources outside this Sustainability Report, which would be obligatory ESRS information. References to additional information outside the Sustainability Report are noted under the relevant topics.

PwC has subjected the information in the Sustainability Report to a business audit in accordance with ISAE 3000 (Revised) to obtain limited assurance against the relevant legal requirements and has issued an independent auditor's report. Individual selected indicators of the Sustainability Report were audited with reasonable assurance. This is indicated by a footnote in the presentation of the selected indicators:

  • ► Total Scope 1 and Scope 2 CO2 emissions (marketbased approach) in tons of CO2 equivalents (Fresenius Group)
  • ► Employee Engagement Index (EEI) (Fresenius Group)
  • ► Medical Quality: Audit&Inspection Score (Fresenius Kabi) Inpatient Quality Indicators (Fresenius Helios)

The independent auditor's report can be found on page 407 of the Annual Report.

The Sustainability Report is part of the Group Management Report. It is available in German and English. In the event of discrepancies between the versions, the German document shall prevail.

[BP-2] Disclosures in relation to specific circumstances

For medium- (>1 to 5 years) and long-term (>5 years) time horizons, the definitions set out in the European Sustainability Reporting Standards (ESRS) 1 section 6.4 were used in the reporting, unless otherwise stated for a specific topic.

Estimates on the value chain are made, for example, in topical standard E1 Climate change. Estimates for our own operations are used in all environmental topical standards and in the topical standard S1 Own workforce, see S1-13 Training and skills development metrics. For the calculation of Scope 3 emissions, we used the established Scope 3 data models, as explained on pages 196 f.

For all quantitative information and monetary amounts, the explanation is given in respective definitions or explanations of formulas on the basis of which sources we have carried out estimates. Further, we explain the basis for the preparation of the metrics. This information is explained specifically for the respective key figures in the individual topical standards. If estimates are used, the responsible central function evaluates annually if this approach meets our expectations regarding accuracy and completeness. Where key figures are based on an estimate, this is explained accordingly.

Unless otherwise stated, the information contained in this Sustainability Report on the market environment,

market developments, growth rates, market trends, and competition in the markets in which the Group operates comes from publicly available sources. These include, but are not limited to, third-party studies or the Group's own estimates; these are also based primarily on data from publicly available sources. Information cited here from thirdparty sources has been reproduced accurately. As far as the company is aware and based on the information published by these third parties, no facts have been omitted that would make the information reproduced inaccurate or misleading.

If the comparability of disclosures to previous reporting periods is not given, the changes and the reasons for them will be explained in the respective topical standards in accordance with ESRS 1, section 7.4. Changes in the calculation, e.g. as applicable for headcount (see page 229), lead to non-comparability of KPIs to previous reported figures. In accordance with ESRS 1, section 7.4, we do not provide previous year's figures (2023) for affected KPI.

Fresenius reports Additional Performance Measures (APMs) that are in line with the provisions set out in the ESRS and are declared as company-specific metrics, e.g. the quality of treatment. These metrics are a useful tool for evaluating the operating performance of Fresenius. The respective metric shown as company-specific is not necessarily comparable with similar performance metrics published by other companies. Usage of such APMs is only in addition to, and not as a substitute for, sustainability information prepared in accordance with the ESRS; APMs are

Sustainability Statement

also not considered to be of a higher quality than the information required by the ESRS. The same applies to financial information prepared in accordance with International Financial Reporting Standards (IFRS) and contained elsewhere in the Annual Report.

Costs for the implementation of action plans are included as OpEx (Operating Expenses) in the income statement, see the Notes on page 336, and as CapEx (Capital Expenses -- investments) in the balance sheet, see the Notes on page 343. For information about the EU taxonomy, please refer to the section Disclosures pursuant to Article 8 of Regulation (EU) 2020/ 852 (EU Taxonomy Regulation) from page 176 onwards.

In general, the key figures presened are not validated by any external body other than the auditor, see page 407. However, if this is the case, it is explained in the respective topical standard.

[GOV-1] The role of the administrative, management, and supervisory bodies

In the Group, the responsibilities of the management and supervisory bodies are distributed as follows: Management is the responsibility of the general partner Fresenius Management SE, represented by its Management Board, which consists of five persons. The Supervisory Board of Fresenius SE&Co. KGaA supervises the management by the general partner. It comprises 12 persons: 6 shareholder representatives, elected by the Annual General Meeting, and 6 employee representatives. The members of the Management Board are listed by name on page 80 of the Annual Report and the members of the Supervisory Board of

Fresenius SE&Co. KGaA are listed by name on pages 78 f. of the Annual Report.

The employee representatives on the Supervisory Board of Fresenius SE&Co. KGaA are elected by the European Works Council. If substitute members are appointed, they will take their place on the Supervisory Board after an employee representative leaves before the end of his or her term of office.

In the Management Board, at least one member should have many years of experience in each of the company's key areas of activity. For Fresenius, these include essential medication, medical devices, and services for the critically and chronically ill and operation of hospitals as well as healthcare services. In addition, one member should have many years of experience and expertise in finance and in the areas of corporate governance, law, and compliance. The majority of the members of the Management Board of Fresenius Management SE should have international experience in at least one of Fresenius' key markets through their background, education or professional activity. The Personnel Committee of the Supervisory Board of Fresenius Management SE assesses the necessary experience and acquired skills when selecting suitable persons. The listed requirements are met by the existing Management Board members.

The Supervisory Board members must have both the professional and personal qualifications to advise and supervise the Executive Board in managing a global healthcare Group. The Supervisory Board of Fresenius SE&Co. KGA proposes suitable persons to the Supervisory Board for its election proposals to the Annual General Meeting for the appointment of new shareholder representatives to the company's Supervisory Board. The presentation of the election proposals at the Annual General Meeting is based on an orderly nomination process: first, a

candidate profile is drawn up based on the objectives for the composition of the Supervisory Board, the skills profile and the concept in accordance with Section 289f (2) No. 6 HGB (diversity concept). The requirements in terms of skills and knowledge, professional experience, balanced composition and personal suitability are defined in detail. The Nomination Committee then evaluates potential candidates based on the defined profile. The result of the selection process is presented to the full committee. Each member of the Supervisory Board should have the knowledge of good corporate governance of a capital mar-ket-oriented company required for the proper performance of their duties. This includes knowledge of the basic principles of accounting, risk management, internal control mechanisms and compliance. Further, each member of the Supervisory Board should have general knowledge of the healthcare industry and a basic under-standing of Fresenius' international activities.

An appropriate number of Supervisory Board members should have in-depth knowledge and/ or experience in the areas of work that are important to the company: essential medicines and medical devices for critically and chronically ill patients, and operation of hospitals and health care services. The Supervisory Board should include an appropriate number of members with management experience in the healthcare sector.

Fresenius has subsidiaries in more than 60 countries. There-fore, the Supervisory Board as a whole should have knowledge and experience in the regions that are important for Fresenius. The Supervisory Board should include an appropriate number of members who, due to their background or business experience, have a special connection to the international markets that are important for Fresenius. The Supervisory Board fulfills these requirements in full.

Sustainability Statement

Fresenius is striving for an balanced composition in terms of age, gender, country of birth, education, professional background, and international experience on the Management Board and on the Supervisory Board of Fresenius SE&Co. KGaA. To this end, the concept in accordance with Section 289f (2) No. 6 HGB defines criteria that are to be implemented when nominating candidates.

In the 2024 reporting year, the proportion of female members on the Management Board was 20% (ratio of female to male: 1:4) and on the Supervisory Board 33% (ratio of female to male: 4:8).

DIVERSITY IN THE SUPERVISORY BOARD

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DIVERSITY IN THE MANAGEMENT BOARD

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At least half of the shareholder representatives on the Supervisory Board should be independent within the meaning of the German Corporate Governance Code. Independent in this sense means anyone who does not have a personal or business relationship with the company, its executive bodies, a controlling shareholder or a company affiliated with the latter that could give rise to a significant and not merely temporary conflict of interest. The ownership structure can be given appropriate consider-ation. When assessing

independence, the Supervisory Board is of the opinion all shareholder representatives are independent. Some external stakeholders view employee representatives as non-independent. Based on this perspective, 50% of the members of the Supervisory Board are considered to be independent.

The Management Board, i.e. its members, is responsible for managing Fresenius SE&Co. KGaA and conducting its business. The Group-wide topic of sustainability, related impacts, risks and opportunities, are anchored in the Management Board member for Legal Affairs, Compliance, Risk Management, Sustainability, Human Resources (Labor Director), Corporate Audit and for the Fresenius Vamed business segment (subsequently Sustainability Board member). In the reporting year 2024, this was Dr.Michael Moser.

The Supervisory Board of Fresenius SE&Co. KGaA monitors the management by the general partner Fresenius Management SE also with regard to Sustainability, related impacts, risks and opportunities. The members of the Audit Committee in the reporting year are Ms. Susanne Zeidler (Chairwoman), Mr. Bernd Behlert, Ms. Grit Genster, Mr. Wolfgang Kirsch and Dr.Christoph Zindel. They conducted a pre-audit of the Group Management Report and also the Sustainability Report. To take account of the growing importance of sustainability, the Audit Committee has appointed Dr.Zindel as an ESG expert.

Responsibility for compliance, business conduct, and corporate governance in the Group lies with the Management Board and is assigned to the Sustainability Board member. The member is also responsible for the internal control and risk management systems.

The responsibilities of the Management Board of Fresenius Management SE and the Supervisory Board of Fresenius SE&Co. KGaA as well as the individual members of the corporate bodies are defined in the Articles of Association of Fresenius Management SE and Fresenius SE&Co. KGaA as well as the rules of procedures both for the Management Board of Fresenius Management SE as well as the Supervisory Board of Fresenius SE&Co. KGaA. The key sustainability issues are anchored in the company's governance structure.

The rules of procedure for the Management Board issued by the Supervisory Board of Fresenius Management SE determine the details of the work of this body. In particular, they regulate which areas the members of the Management Board are responsible for, which matters are reserved for the Management Board as a whole, and which resolutions are to be passed by it.

Internal reporting and control processes are designed to cover the impacts, risks, and opportunities within the company. Details of the responsibilities of the Management Board and Supervisory Board are explained in the respective topical standards. Furthermore, other internal committees inform, support, or advise the Management Board and the Supervisory Board on decisions as described. Expert knowledge of the persons involved is ensured via defined recruiting criteria, job profiles and the following training and development based on the job requirements.

Sustainability Statement

The Group Sustainability function acts as a center of expertise for all sustainability aspects within the Group. The function monitors regulatory developments, identifies material topics, and develops priorities and potential for implementing the ESG strategy. The Group function supports its Group-wide implementation and reviews progress as part of the annual reporting. Furthermore, there are repeated exchanges with all Group functions and the ESG officers of the operating companies during the course of the year in order to take into account the respective business models and discuss the feasibility of measures. In addition, the Group Sustainability function is responsible for internal and external stakeholder communication related to sustainability and, together with the Group Controlling function, for sustainability reporting.

The identification, assessment, monitoring, management and supervision of potential sustainability risks takes place both at Group level and in the business segments as part of the risk management system Sustainability risks are covered by the Group's existing risk catalogs and risk reporting. In 2023, a Group-wide project to implement the requirements of the ESRS based on the Sustainability Reporting Directive (CSRD) also examined whether there are any further potential sustainability risks for material topics. Additional information on this can be found in section IRO-1 Our materiality analysis from page 162.

As part of risk management and the internal control cycle, material sustainability issues are subject to regular reviews, as described in the relevant sections of this Sustainability Statement. As part of risk reporting, the Management Board is informed on a quarterly basis about the key sustainability aspects if risks arise or incidents occur that could have a significant impact on the operating business, reputation, or value chain of the Group and its business segments. In 2024, for example, this concerned the shortage of personnel in the healthcare sector. The Audit Committee of the Supervisory Board is informed of developments every six months and the Supervisory Board as a body is informed bi-annually.

xternal partners, supervisory authorities and internal audit experts from Corporate Audit Group function or the responsible expert function carry out the audits -- at least every two years or more frequently, e.g. certification audits. As explained in Fresenius' Opportunities and Risk Report there were no significant deviations from the Group's ethical standards in 2024. Information on audits can also be found in the respective topical standards of this report. The Group Management Report starting on page 83 contains additional information on opportunities and risks as well as a detailed description of the risk management and internal control system.

Sustainability Statement

The internal control system (ICS) is an important component of Fresenius' risk management. It covers all critical processes, such as financial reporting, quality and patient safety management, cybersecurity, inventory, supply chain management, data protection, and sustainability management. Fresenius has documented the corresponding key control objectives in a Group-wide framework, thus bringing together the various management systems in the ICS in a holistic manner. Fresenius strives to ensure the security and reliability of its business processes through internal measures and their structured monitoring. Monitoring and evaluation by management also helps to ensure that process-inherent risks are identified and that controls are in place to minimize risks.

The operating companies carry out regular internal and external controls, analyses, and quality audits by the responsible specialist functions, topic-specific management systems, or external audit bodies. Such so-called reviews of key topics concern, e.g., a review of the application of quality management guidelines in a production area. These reviews are supplemented by the audit activities of the Corporate Audit Group function. Its activities are aimed at increasing and protecting the corporate value of the Group and improving Fresenius' business activities. To this end, Corporate Audit conducts independent, objective audits to improve the appropriateness and effectiveness of risk management, control, and governance processes at all levels of the Group. Aspects such as sustainability, cybersecurity, and compliance are also taken into account in a risk-oriented manner.

The control and reporting structures defined within the Group form the basis for setting targets. Targets for the Group as a whole are presented to the Management Board and the Supervisory Board, e.g. by the respective Group function. Key sustainability targets have been defined as compensation-relevant targets for the compensation of the Management Board, as explained in section GOV-3 on page 156. Further explanations can be found in the respective topical standards. Targets for the operating companies are set by the respective management and, where relevant for the Group as a whole, communicated to the entire Management Board.

The organization and management of the Group and its business segments are structured in such a way that we can identify and analyze the impacts, risks, and opportunities in the often fragmented markets and align our actions accordingly. In order to tap into new potential, we exchange information with research groups and scientific institutions, for example. Details on this can be found on page 274 in the company-specific standard Innovation. We also keep a close eye on our markets and the competition. Our business segments communicate on experiences internally, in order to identify and exploit additional opportunities and synergies. As part of our strategic and operational planning process, we identify and analyze short-, medium-, and long-term opportunities and risks and derive targets from them. As explained above, the Management Board's rules of procedure specify whether a key topic is assigned to an individual Management Board member or to the entire Management Board.

The Supervisory Board discusses the company's planning and objectives on an annual basis. The Audit Committee, as the appointed body, also deals with sustainability reporting. 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 material sustainability aspects (see the section on our materiality analysis in this topical standard) are each covered by Group functions, as explained in the topical standards. In the case of the operating companies, the respective management and central segments perform these tasks. Clearly defined responsibilities within the Management Board, our internal governance structure, and processes for monitoring impacts, risks, and opportunities are designed to ensure that it is always informed about important business transactions, plans, developments, and measures within the business segments, as well as material sustainability aspects. These structures and processes are explained in more detail in the respective topical standards.

The members of the Supervisory Board are responsible for the training and development measures required to fulfill their duties. Training and further training measures are intended to build up new skills (training) and update and strengthen existing skills (further training). The members of the Supervisory Board regularly obtain information from internal and external sources on the current status of the

Sustainability Statement

requirements for their supervisory activities. The Supervisory Board ensures that its members are continuously qualified, that their specialist knowledge is updated and that their judgment and experience are further developed. Fresenius provides them with appropriate support in this regard. For example, experts from Fresenius' specialist areas and external specialists provide ongoing information on relevant developments, e.g. on relevant changes in legislation and case law and on changes in accounting and auditing in ac-cordance with IFRS. In the 2024 financial year, there was also extensive internal training on the topic of ESG with a focus on CSRD and sustainability strategy with the participation of speakers from the Fresenius Sustainability Advisory Board.

In 2024, Fresenius established an independent Sustainability Advisory Board for sustainability issues. Four experts from science, business and consulting support us in further developing our sustainability strategy and advise the Sustainability Board member. The Sustainability Advisory Board is designed to help advance the relevant topics programmatically within the Group. The expertise of the advisory council covers Fresenius' main areas of activity in the field of sustainability: from the design and implementation of health-care policies and climate protection to corporate sustainability principles, future-oriented business practices, sustainable leadership, and the transformation towards greater sustainability.

[GOV-2] Information provided to and sustainability matters addressed by the undertaking's administrative, management, and supervisory bodies

In the sustainability organization of the Fresenius, the ESG Steering Committee, founded in 2023, is responsible for defining the sustainability topics and aspects that the management and supervisory boards will address as a priority. The ESG Steering Committee is made up of the Sustainability Board member (Chair), the Group Sustainability function, defined functions at the corporate level, and the ESG officers from the operating companies. The committee has met at least quarterly since 2024 and is tasked with providing information on current developments, selecting suitable measures for improving ESG performance, and monitoring the progress of implementation. In the 2024 reporting year, the sole focus was on implementing the CSRD. To this end, the committee was expanded to include other Group functions. The CFO was also appointed to the committee as an additional member of the Executive Board. The measures proposed by the ESG Steering Committee are submitted by the Sustainability Board member on the Management Board for approval, if necessary.

In addition to the risk reporting, the Management Board and Supervisory Board are also informed, where applicable also their committees, about significant impacts and opportunities, the implementation of due diligence in the area of sustainability and the results and effectiveness of the policies, actions, metrics and targets adopted.

The Management Board and Supervisory Board take into account the impacts, risks, and opportunities when monitoring strategy, making decisions about important transactions and in the risk management process for Group-wide risk management. In dealing with risks and opportunities, we act exclusively within the applicable legal framework and our internal guidelines.

The Supervisory Board dealt in particular with the following items in 2024, among other topics:

  • ► 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
  • ► cybersecurity, and
  • ► further development of the corporate governance management systems (compliance management system, risk management system, internal audit system, and internal control system).

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

Sustainability Statement

[GOV-3] Integration of sustainability-related performance in incentive schemes

Sustainability is a material component of our business strategy. That is why Fresenius has defined ESG targets for the Management Board as part of their compensation system. In doing so, we aim to align the interests of our employees and patients as well as climate and environmental issues with our ambitions. Initially, all material aspects were considered and then prioritized. Subsequently, we have defined our ESG targets in the following areas:

  • ► Employees: Employee Engagement Index (EEI) (Fresenius Group)
  • ► Medical quality: Audit & Inspection Score (Fresenius Kabi) Inpatient Quality Indicators (Fresenius Helios)
  • ► Reduction of CO2 emissions: Total Scope 1 and Scope 2 CO2 emissions (market-based approach) in tons of CO2 equivalents (Fresenius Group)

The targets reflect identified material sustainability aspects from the materiality analysis. Further, in selecting the specific ESG targets, the company took into account the requirements of investors and society, as well as the current market practice of most DAX companies. The ESG targets are relevant to Fresenius, ambitious, and transparently measurable. They are aligned with the business strategy and can be pursued in an integrated manner within the governance structure. The compensation system for the Executive Board and its components are approved by the Supervisory Board. The remuneration of the Supervisory Board does not foresee a variable component.

Within the framework of the short-term variable compensation (Short-Term Incentive -- STI) with a measurement period of one year, the ESG objectives continue to be included with a weighting of 15%. The focus here is on the areas of medical quality and employees. Medical quality is measured for the two business segments on the basis of metrics, further information on which can be found in the topical standard S4 Consumers and end-users, section Health and safety, from page 267.

In the area of employees, employee satisfaction is measured for the Group on the basis of the Employee Engagement Index (EEI). Further information on the EEI can be found in the topical standard S1 Own workforce from page 227.

In the long-term variable compensation of the Management Board (Long-Term Incentive -- LTI), with a measurement period of four years, ESG criteria account for 25% of target achievement. ESG target achievement in the LTI is measured on the basis of CO2e reduction. The target range is aligned with the long-term targets of Fresenius: By 2030, we plan to reduce our own direct Scope 1 and indirect Scope 2 emissions by a total of 50% compared to the base year 2020 and to achieve climate neutrality by 2040.

Emissions are calculated as CO2 equivalents and Scope 2 emissions on a market basis. General information on our greenhouse gas emissions can be found in the topical standard E1 Climate change from page 195.

In the reporting year, not all ESG targets for the members of the Management Board were achieved. This would have required an achievement rate of at least 100% per target. A detailed presentation can be found annually in the Compensation Report. The ESG scoring methodology for determining ESG-target achievement is published on the website www.fresenius.com. The target achievement in 2024 was:

  • ► Employee Engagement Index (EEI): 76.5%
  • ► Audit & Inspection Score: 116.7% Inpatient Quality Indicators: 141.9%
  • ► Total Scope 1 and Scope 2 CO2 emissions (marketbased approach) in tons of CO2 equivalents: 250%

The indicators relevant for determining the annual target achievement in relation to the remuneration components for the Management Board, which are labeled by footnote, are audited with reasonable assurance, as stated on page 407 in the independent practitioner´s audit report. The indicators are explained in more detail in the respective topical standards.

Sustainability Statement

[GOV-4] Statement on due diligence

The table aside provides the required information on due diligence in this report.

[GOV-5] Risk management and internal controls over sustainability reporting

Sustainability risks are assessed as described on page 153 in risk management; this includes risks related to the sustainability reporting process. No new risks were identified in relation to sustainability reporting in the reporting year.

[SBM-1] Strategy, business model, and value chain

Fresenius is a globally active healthcare Group and one of the leading companies in its respective markets. The Group includes two independently operating, fully consolidated business segments (operating companies), which are managed by the operating holding company Fresenius SE&Co. KGaA: Fresenius Kabi specializes in products for the therapy and care of critically and chronically ill patients. Fresenius Helios is Europe's leading private healthcare provider. The company includes Helios Germany and Helios Spain, which are the largest hospital operators in their respective home markets.

INFORMATION ON DUE DILIGENCE

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The segment Corporate /Other comprises the holding functions of Fresenius SE&Co. KGaA and Fresenius Digital Technology GmbH, which offers services in the field of information technology. The Group Management Report contains additional information on the business model and ownership structure of the Group, in particular on legal and economic factors as well as material sales markets and competitive positions.

The business activities of Fresenius are divided into the market segments of healthcare services (Fresenius Helios) and healthcare products (Fresenius Kabi). The healthcare services segment accounts for the majority of sales (around 60%). These are generated by treating patients in the healthcare facilities of Fresenius Helios. Healthcare products, such as the innovative solutions for critically and chronically ill patients provided by Fresenius Kabi, account for around 40% of our sales.

We report the number of our employees by geographic area in the topical standard S1 Own workforce on page 230.

Sustainability Statement

Our sustainability goals and programs

Committed to Life, i.e. patient care, is the basis of our daily activities and our understanding of how we perceive sustainability in the context of our social responsibility. We want to make a difference in healthcare and thus bring about changes for the benefit of people, especially our patients.

Committed to life
Human Dimension Planet Dimension
Patients Employees Healthy Planet
Our ethical foundation

At the level of Fresenius SE&Co. KGaA and its operating companies, we therefore pursue specific sustainability goals, define ambitions, and implement corresponding sustainability projects. Progress is regularly reviewed and evaluated. From this, we determine the extent to which the goals can be further developed and optimized. Further details on the already existing ambitions are explained in the topical standards E1, E3, S1 and S4. Reporting on our new ambitions will begin in 2025.

If not otherwise specified, our ESG ambitions encompass the consolidated entities, and our products and services of the Group.

Fresenius' corporate strategy is closely linked to sustainability aspects. The focus is on people: our employees and our patients. At the same time, we care for our planet, whose resources we use to manufacture and provide health-promoting products and services. The individual topical standards elaborate on our corporate and sustainability strategy. Our ESG ambitions clearly define the material elements of our strategy, including the most important challenges. They are supported by numerous measures and projects, which we also explain in the respective topical standards.

Our value chain

Fresenius is active in more than 60 countries with subsidiaries, maintains an international sales network, and operates more than 50 production sites as well as more than 130 hospitals. In the Group, all purchasing processes are controlled by central coordination offices in the business segments. Teams of experts bundle demand, conclude framework agreements, and continuously monitor current market and price developments. They coordinate global procurement for individual production sites or healthcare facilities and organize quality and safety checks on the raw materials and procured goods.

In an environment characterized by ongoing cost containment efforts by payers in the healthcare system and price pressure in the sales markets, security of supply and quality of supply play an important role. We therefore continuously optimize our purchasing processes, standardize procurement materials, develop new purchasing sources, and negotiate the best possible prices. In doing so, it is important to maintain a high degree of flexibility while meeting our strict quality and safety standards. A broad supplier portfolio reduces possible procurement or raw material bottlenecks in both the product and service business.

In the downstream value chain, our activities focus on the distribution of pharmaceutical products and the care of patients and leads to different approaches to the management and control of business activities.

Sustainability Statement

We differentiate between different value chains, since in the product area the focus is on the distribution of products downstream, while in the hospital area, health services are provided in our own facilities and are therefore part of the value of our own business.

The products of Fresenius Kabi are shipped from the production plants to central warehouses, wholesalers, or directly to hospitals or patients via homecare organizations. Fresenius Kabi maintains an international hub, e.g. in Friedberg, Germany, for a significant proportion of its range of products. We have our own sales organization with trained employees. However, we also use external distributors in countries where we do not have our own sales team.

Fresenius Kabi's customer base is broad. It includes hospitals, wholesalers, purchasing organizations, and healthcare facilities including home care organizations, as well as research institutes. In the United States, Fresenius Kabi distributes its products through GPOs (Group Purchasing Organizations). Internationally, we participate in public tenders by government entities, which are particularly relevant for our products.

We offer after-sales services, training, technical support, servicing, and maintenance and warranty arrangements in every country in which we sell our products. Fresenius Kabi provides product training and the operation of regional service centers, which are responsible for dayto-day international service support.

For the information provided in topical standard S4 Consumers and end-users, section Health and safety, from page 255, we focus primarily on patients as well as healthcare professionals, as they come into direct contact with our products, use them or are treated with them.

Procurement and related processes are key non-medical elements regarding the treatment of patients and proper operation of a hospital or other healthcare facilities at Fresenius Helios. These extend from warehousing to storing medication and supplies in the cabinets to ensure that the wards are equipped with their required materials. Fresenius Helios has own logistics centers. In addition, the segment's own and third-party pharmacies deliver prescription drugs to our facilities. Customers or end-users include societal security institutions, health insurers, and patients.

Our business activities generate waste, such as packaging material, electronic devices, and medical supplies. This waste is always disposed of in accordance with local legislation.

[SBM-2] Interests and views of stakeholders

Fresenius is integrated into a diverse network of interest groups. From this exchange, we gain valuable insights that help us to continuously improve the management of material topics and reporting. We present our most important stakeholders in the graphic below. The exchange with political institutions and external organizations takes place primarily in the areas of health and patient care.

In addition to these stakeholder groups, other third parties, such as patients' relatives, and professional groups that have a connection to our products and services, may also represent an important target group, depending on the circumstances. For better readability, this report therefore does not provide a full list of relevant stakeholder groups for individual topics and, where appropriate, uses third parties as a collective term.

Stakeholder dialog in all areas

We engage with our stakeholders through a variety of channels. The corporate functions at Fresenius primarily focus on stakeholders who are relevant to the Group as a whole. The business segments actively engage with patients, employees, customers, and regulatory authorities, among others. In particular, Fresenius SE&Co. KGaA is continuously in dialog with investors and analysts due to its stock market listing.

Sustainability Statement

For the integration of affected stakeholders into our operating activities, we consider, for example:

  • ► regular communication with authorities,
  • ► an analysis of the questions from shareholders at the last Annual General Meeting,
  • ► findings from existing due diligence processes and risk assessments in the area of quality,
  • ► criteria of ESG ratings that are highly relevant to the capital market,
  • ► insights from the informational needs of investors in collaboration with the communication functions in the Group and the operating companies,
  • ► scientific reports, e.g. for environmental standards, or for exchange in internal specialist committees,
  • ► internal employee satisfaction surveys,
  • ► dialogs with employee representatives and works councils,
  • ► patient and customer surveys.

In the reporting year 2024, the intensive exchange of ideas and experiences as part of the CSRD project has led to comprehensive new insights and improved knowledge transfer within the company. The impacts, risks and opportunities in the topical standards were discussed jointly with various Group functions and the resulting perspectives were taken into account, e.g. for newly established processes.

Another important element of our stakeholder dialogs is our active participation in industry and interest groups, as well as our exchange with business partners. Our employees contribute their expertise to national and international bodies, committees, and associations. In some cases, this is accompanied by industry agreements or commitments. Here, too, our involvement was expanded in the reporting year. The following initiatives and memberships are currently of particular strategic importance for the business segments:

  • ► AMRIA -- Anti-microbial Resistance Industry Alliance -- Member: Fresenius Kabi
  • ► BAH -- German Medicines Manufacturers' Association -- Member: Fresenius SE&Co. KGaA
  • ► BVMed -- Business Association of the Medical Technology Industry -- Member: Fresenius SE&Co. KGaA, represented on the board by Fresenius Kabi; voluntary commitment to comply with the Code of Conduct
  • ► DAI - Deutsches Aktieninstitut -- Member: Fresenius SE&Co. KGaA
  • ► DIN -- German Institute for Standardization -- Member: Fresenius Kabi
  • ► DIRK -- German Investor Relations Association -- Member: Fresenius SE&Co. KGaA

  • ►econsense -- Forum for Sustainable Development of German Business e.V. -- Member: Fresenius SE&Co. KGaA

  • ► ENHA -- The European Nutrition for Health Alliance -- Member: Fresenius Kabi

  • ► IQM -- Initiative Qualitätsmedizin -- Founding and board member: Fresenius Helios Germany; active management of expert committees; voluntary commitment to quality principles
  • ► Medicines for Europe -- Member: Fresenius Kabi; Commitment to the Code of Conduct

Sustainability Statement

  • ► MedTech Europe -- Member: Fresenius SE&Co. KGaA; voluntary commitment to comply with the Code of Conduct
  • ► Pro Generika -- Member: Fresenius Kabi
  • ► VCI -- German Chemical Industry Association -- Member: Fresenius SE&Co. KGaA
  • ► UN Global Compact -- Member: Fresenius SE&Co. KGaA (since October 2024)

We are committed to observing the codes and principles associated with our membership in various associations. In addition, we disclose all contributions made to healthcare professionals in the companies of Fresenius in accordance with the applicable disclosure requirements.

Stakeholder engagement is organized on a topic- and area-specific basis. Responsibility lies with the Group functions and the specialist functions of the business segments. For stakeholders whose engagement is prescribed by regulation, as in the area of drug approval, for example, the affected specialist functions must ensure that appropriate internal guidelines and controls are established. Further information is provided starting on page 256 in the topical standard S4 Consumers and end-users, section Health and safety.

The exchange in expert committees and the direct interaction with stakeholders is target-group-specific and needsbased. This is to ensure that the insights gained from discussions or other communication formats serve to improve reporting as well as external and internal communication. At the same time, we want to maintain the already good reputation of our company and its business segments. Further information can be found in the topical standard G1 Business conduct, section Political influence and lobbying activities on page 295.

Depending on their materiality, the results of the exchange with stakeholders can either be incorporated into existing communication and reporting formats or transferred into the strategic design of operational topics. This is done voluntarily. Mandatory adjustments result, for example, from external inspections or audits, which are explained on page 258 onwards in the topical standard S4 Consumers and end-users, section Health and safety.

The inclusion of the interests and viewpoints of the most important stakeholders is based on existing guidelines and controls as well as established information channels, e.g. patient surveys. Further information on whistleblower systems can be found in the topical standard G1 Business conduct on pages 289 f. Explanations of patient surveys can be found starting on page 262.

If the positions and interests of affected stakeholders represent material positive or negative impacts, risks, or opportunities, these are documented in the internal process and control structure and communicated to the Management Board and the Supervisory Board in accordance with the prescribed reporting processes. Examples include regulatory and health policy trends or geopolitical changes. Fresenius comments on these at least once a year in its external reporting. Additional information can be found in the Group Management Report starting on page 83 of the Annual Report and in the Report of the Supervisory Board starting on page 15.

Sustainability Statement

[IRO-1] Description of the process to identify and assess material impacts, risks, and opportunities

Our materiality analysis is based on the principle of double materiality and complies with the requirements of the ESRS. The aim is to identify the material impacts, risks, and opportunities (IROs) that arise in our own business and along our value chain. The sustainability aspects that are relevant for us and our stakeholders and the corresponding report content arise from this.

In line with the principle of double materiality, we have considered sustainability from two different perspectives:

  • ► Impact materiality: includes all potential and actual positive and negative impacts of Fresenius' operations on our stakeholders, including social and environmental impacts
  • ► Financial materiality: includes all financial risks and opportunities that could affect Fresenius' future profitability due to sustainability aspects. This encompasses the financial performance, results of operations, cash flows, access to finance or cost of capital of Fresenius

A sustainability aspect fulfills the double materiality criterion if it is material from either or both perspectives.

The identification of the material sustainability aspects for Fresenius, according to the double materiality procedure, was carried out in a multi-stage process and is the responsibility of the Group Sustainability function. We used the recommendations of the EFRAG Implementation Guidance and adapted them to the specific circumstances of Fresenius, except for one aspect, because the company considered the severity and relevance of material impacts each on a four-level scale.

In the first step, we selected potentially relevant topics based on the sustainability topics defined in ESRS 1 in the categories of environment, social, and governance. In addition, we also considered Fresenius-specific topics as well as topics specific to our competitors in accordance with ESRS 1 AR 16.

We derived the Fresenius-specific topics from our previous sustainability reporting in the context of our non-financial Group reports and included the new regulatory requirements in order to establish reporting continuity in the material topics. These include the provisions of applicable SASB standards (Sustainability Accounting Standard Board) or the requirements through Carbon Disclosure Project (CDP).

We then defined the relevant stakeholders and users of sustainability information for the identified topics. In order to cover as many topics as possible, we examined whether internal representatives, rather than external stakeholders (according to ESRS 1 AR 8), are better suited to bundle

Sustainability Statement

external stakeholder expectations and evaluate them for the analysis. We therefore selected experts with in-depth knowledge of both our own business area and the upstream an downstream value chain, who regularly interact with respective stakeholders as part of their jobs. We used a stakeholder matrix to take into account the perspectives and interests of the relevant stakeholders; external stakeholders or affected communities were not directly involved. We conducted consultations and involved various areas of the company in the assessment through stakeholder mapping. No further consultations took place.

In a series of workshops, we identified and assessed the negative and positive impacts of our business activities on the environment and society, as well as the financial risks and opportunities for the relevant sustainability aspects. In doing so, we took into account both Fresenius' direct material IROs and those arising from direct and indirect business relationships in our upstream and/or downstream value chain. The workshops were held at both the Group and business segment level. Subsequently, the Group Sustainability function aggregated and evaluated the results to ensure that the interests of the affected stakeholders were sufficiently considered in the identification, assessment, and evaluation of the IROs.

In order to assess material impacts, we first determined their severity level in accordance with regulatory requirements. To do this, we considered the following three dimensions (according to ESRS 1 section 45) and weighted them with a factor depending on their severity and relevance each on a four-level scale:

  • ► Extent: measures how severe the negative or positive impact is
  • ► Scope: indicates how widespread the impact is
  • ► Irreversibility: records the extent to which negative impacts can be mitigated and the effort involved in doing so

We assess the severity of adverse impacts on the basis of all three dimensions. Positive impacts are only assessed on the basis of extent and scope, since no remediation is required and therefore irreversibility is not relevant for the assessment.

Furthermore, we have determined where the impacts occur in our value chain and distinguished between potential and actual impacts. Actual impacts are those that have already occurred or have not been remedied by missing or ineffective corrective measures. Potential impacts may possibly or conceivably occur in the short-, medium-, or long-term in the future, whereby the probability of occurrence within a 10-year period is also assessed. A severe impact such as a human rights violation, is considered material for Fresenius, irrespective of the probability of occurrence.

To assess the materiality of an impact, the factors of severity in the form of extent, scope, and irreversibility are summed and then multiplied by a factor for probability of occurrence in the case of potential impacts. The result is a

Fundamental information about the Group | Economic report | Overall assessment of the business situation | Outlook | Opportunities and risk report

Sustainability Statement

materiality score. If the result exceeds a defined threshold, an impact is considered material and is included in the report. The threshold value was set at half the maximum value. The criteria were applied in accordance with ESRS 1 section 3.4 Materiality of Impacts.

In identifying, assessing, prioritizing, and monitoring the potential and actual impacts of Fresenius on people and the environment, we have taken into account our business model and geographical circumstances. Assumptions were included as follows in the aspects:

► The Group function Risk&Integrity is responsible for risk management and the internal control system. It supports the Management Board in designing and maintaining appropriate and effective internal control and risk management activities by coordinating, monitoring and reporting on these processes. Findings from this functional monitoring of the risk management and internal control system are addressed by appropriate measures. As part of the materiality analysis, relevant criteria were used for Fresenius to assess materiality, including location, business activity and sector affiliation. In addition to the potential and actual impacts, risks and opportunities were also considered. The results are explained in the topical standards. The criteria for assessing impacts, risks or opportunities were

always identical. With regard to compliance and corporate policy, for example, we additionally used the criteria from our compliance management system, which we describe in the topical standard G1 Corporate Governance, section Risk management on page 288.

  • ► Our materiality analysis focused on manufacturing operations, as these are most likely to cause environmental pollution. In addition, applicable European laws were considered and used to assess the impact.
  • ►We used a prior water stress analysis to identify areas where water is essential for our business activities. In addition, process experts evaluated the respective activities and products of Fresenius and their potential impact on marine resources.
  • ►With regard to resource utilization and the circular economy, process experts from the respective business segments have evaluated the relevant resources. In addition to our own operational activities, the greatest resource utilization at Fresenius is associated with the upstream value chain.
  • ► The consideration of the upstream and downstream value chain was only possible to a limited extent, as not all of our suppliers' and partners' production sites are fully known to us. Therefore, we have made assumptions about the severity and, where necessary, the likelihood of occurrence. In addition, applicable European laws were used to estimate the impact.

We have also taken into account impacts in which we as a Group are involved through our own business activities or our business relationships, and of which we are aware through continuous dialog and exchange formats.

As part of the financial materiality analysis, we have analyzed sustainability aspects in terms of their potential to positively or negatively influence the company's value and financial development. These risks and opportunities can affect the financial performance, results of operations, cash flows, access to finance, or cost of capital of Fresenius. When assessing the extent of the financial effects, a gross analysis is used, i.e. we evaluate the negative financial effects independently of existing risk mitigation measures. This prevents us from classifying material sustainability aspects that are already successfully mitigated as non-material.

To determine whether risks and opportunities related to a topic are material for Fresenius, we first considered the magnitude of the financial effects. In this context, risks and opportunities can arise from our dependence on economic, natural, and social resources. As a company, Fresenius relies on these resources being available at reasonable prices and in sufficient quality.

Sustainability Statement

We divide the triggers for financial effects into two categories:

  • ► They may affect Fresenius' ability to continue to use and obtain the resources necessary in its business process, as well as the quality and pricing of these resources.
  • ► They may affect Fresenius' ability to continue to rely on the relationships needed for its business process under acceptable conditions.

To assess the extent of the financial impact, we have defined ranges for both the Group as a whole and the business segments that reflect the risks and opportunities in monetary terms, and we have given each a weighting factor. In doing so, we used the scales and thresholds from Fresenius' risk management. This is to ensure that the findings of the double materiality analysis can be integrated into the Group risk management and associated management processes. Additional information is provided in the Group Management Report starting on page 83.

In the following, we have assessed the probability of financial risks and opportunities occurring. In contrast to the extent of the financial effects, we took into account existing risk mitigation measures that influence the probability of occurrence (net view). In addition, we determined the stages in our value chain at which risks and opportunities arise.

To assess the financial materiality of an issue, the factor for the extent is multiplied by the factor for the probability of occurrence. If this materiality value exceeds a defined threshold, an issue is considered material and is included in the reporting.

We considered the identification, assessment, prioritization, and monitoring of risks and opportunities that have or may have financial effects on the basis of the following aspects:

  • ► in which context the effects and dependencies on our operating business, our markets, or the overarching risk criteria according to our risk management stand,
  • ► how we assess the probability, extent, and nature of the impacts, and
  • ► how sustainability risks relate to other risks, whether they are mutually dependent, whether they should be considered separately, or whether they occur upstream or downstream.

If an IRO is material for at least one business segment, the corresponding sustainability aspect is considered material for the Group. If an aspect is material for several business segments, we use the highest materiality score for the Group.

After the initial assessment of the materiality of the sustainability aspects, a further validation was carried out by overarching Group functions, which discussed the results and possible need for adjustment in workshops. Group Sustainability then decided on any adjustments. The results were then validated at business segment level, and the material topics for reporting were selected and disclosed within this report.

We conducted our last comprehensive materiality analysis according to GRI in the 2020 reporting year. Reviews were carried out in the following years. The issues that are relevant for understanding the business performance, results, and position of Fresenius as well as the impacts of our own business activities on non-financial aspects were classified as material.

In 2023, a new materiality analysis was carried out for the first time according to the principle of double materiality in order to identify the material sustainability aspects for Fresenius.

In 2024, the assessment was updated based on new developments by the Group Sustainability function, in close cooperation with the Group functions involved and the business segments within the project structure established for the implementation of CSRD in Group reporting.

For the environmental topical standards, for the topical standard S2 Workers in the value chain, and for the topical standard S4 Consumers and end-users and the companyspecific topics, we conducted a supplementary, more

Sustainability Statement

in-depth analysis later. The reason for this is the ongoing transformation of the company, which entails strategic and thus operational changes. The aim of the in-depth analysis was to compare the results of the materiality analysis with the corporate strategy and to map changes in the upstream and downstream value chain. Based on this analysis, impacts, risks, and opportunities were partially re-evaluated. For example, we found that the topics of health and safety and access to products are material in the topical standard S4 Consumers and end-users. They are an integral part of our operating business and the corporate strategy. Therefore, we present the required information in relation to the responsible Group or central functions as well as strategic KPI. Additional topics required in the topical standard were added based on their materiality.

Risk management was fully involved in the entire materiality process, including the subsequent evaluation in 2024.

All Group functions with responsibility for material topics were also asked about opportunities, the future strategy, current developments, and stakeholder expectations in the 2024 review. These findings have not changed the prioritization of topics, but have contributed to the addition of existing information in this report. In addition, we have informed the employee representatives in accordance with CSRD 2022/ 2464 section 19a (5) and the draft of the CSRD Implementation Act about the analysis and the preliminary results.

For 2025, we plan an update of the double materiality analysis.

[E1 IRO-1] Description of the processes to identify and assess material climate-related impacts, risks, and opportunities

As part of the double materiality analysis, we analyzed our own operations as well as the upstream and downstream value chain for potential and actual impacts on climate change. Our greenhouse gas accounting, which is based on the internationally recognized Greenhouse Gas (GHG) Protocol methodology, forms the basis for assessing our impact on climate change. In doing so, we consider our direct and indirect emissions (Scope 1 and 2) as well as indirect emissions in our upstream and downstream value chains (Scope 3). Our actual GHG emission sources are reported in topical standard E1 Climate change, section E1-6 GHG emissions, on page 195. Based on our current operating model, alternative future GHG emission sources are not likely to occur as we plan to continue operating in the healthcare sector. The assessment of our actual and potential impact on climate change has been conducted in our materiality assessment.

We consider climate risks in our risk management system. In the 2024 reporting year, we adjusted the climate risk analysis to meet regulatory requirements. For climate risks, we have reevaluated the time horizons, scenarios, risk classification and level of assessment. This enables us to better identify and assess physical risks as a result of climate change, transitional risks resulting from the transition to a low-carbon economy, and opportunities in our own

business and along our value chain. The climate scenario analysis was conducted by Group Sustainability in collaboration with the internal Insurance department and Risk Management. In doing so, the functions followed the recommendations and risk catalogue of the Task Force on Climate-related Financial Disclosures (TCFD).

As part of the analysis, we looked at our production sites and hospitals based on their geocoordinates and, with the help of an external tool, considered the acute and chronic physical climate risks over different time horizons and with regard to different scenarios. Hereby climate related hazards were identified for our assets varying by horizon, scenario and location. The identified hazards include temperature-related, wind-related and water-related acute and chronic climate hazards. The likelihood and magnitude were analyzed by the external tool, the duration was selected per hazard.

We have analyzed material locations for business activities in terms of the probability of a climate risk occurring in the following different scenarios of the Intergovernmental Panel on Climate Change (IPCC) (see IPCC AR6 Report (2021)):

  • ► SSP1-2.6: The optimistic social development path expects a limitation of global warming to 1.8°C by 2100 (best-case scenario).
  • ► SSP2-4.5: With the business-as-usual scenario, a 2.7°C limit is expected by 2100.
  • ► SSP5-8.5: In the worst-case scenario, a temperature increase of 4.4°C by the end of the century is to be expected.

Sustainability Statement

By considering these three IPCC scenarios, we have fully covered the extremes in our analysis. This allows us to minimize uncertainties if the same results are achieved despite different assumptions.

Depending on the respective scenario, we have considered different drivers: developments that affect regulation, the energy industry, society, technology, and innovation, as well as climate-related investments. The drivers were selected based on their business relevance, the availability of information and the aspiration to ensure a multifaceted view.

In addition to considering the IPCC scenarios, we have identified adverse financial effects for our Group in connection with physical climate risks. We have considered short-, medium-, and long-term time horizons and tested the results in accordance with the approaches of the internal risk management system. The time horizons chosen are aligned with those used for reporting our key financial figures:

  • ► Short (1-3 years): includes the current budget period
  • ► Medium (2030): includes the projected budget period of 4 to 10 years and includes our climate target for 2030
  • ► Long (2050): includes the planning horizon for our climate targets up to 2040 and 2050 and the weighted average lifetime of buildings (20 years), machinery and equipment (13 years), and customer relationships (18 years)

We have evaluated the financial risks to our business capabilities based on the scope, duration, and extent of the climate risks. Due to the large number of suppliers and the limited overview of their production sites, we modeled and analyzed the relevant regions with the help of our Scope 3 data. Since our suppliers are located in similar regions as Fresenius, i.e. our locations, they were evaluated equally according to regional allocation. If the risk was high to extreme and there was a business interruption that exceeded the threshold of our risk management system, this location was evaluated. We analyzed the material locations in terms of their resilience, taking into account existing or planned adaptation and mitigation measures.

Our own business activities are affected by the risk of transition through higher pricing of greenhouse gas emissions. The sites that are currently covered by an emissions trading system were considered for the assessment. The future availability and pricing of the certificates were estimated. The risk was evaluated on the basis of the Net Zero Emissions by 2050 Scenario (NZE) of the International Energy Agency (IEA). According to the IEA, the NZE is the only scenario that will limit global warming to 1.5°C by 2050. The analysis is based on a long-term time horizon up to 2050 and a medium-term horizon up to 2030.

We have not identified any of the Group's business activities as being inconsistent with the transition to a carbonneutral economy. However, investments are needed to contribute to this transition.

In the financial report, no climate-related assumptions are made regarding the valuation of assets in the consolidated financial statements.

In conjunction with the scenario analysis, the resilience analysis is an important tool that we use to analyze how resilient our strategy and business model are in terms of physical and transition climate risks. In 2024, we evaluated our production sites and hospitals in this regard in various scenarios and time horizons as part of the climate-related scenario analysis as described above. Our upstream and downstream value chain was considered using an aggregated view. A detailed assessment of our value chain was not possible due to the multiplicity of suppliers and the required exact location. For a pre-screening we used the EEIO-data from our Scope 3 assessment where raw material sourcing per region is indicated. We and our suppliers are present in similar regions, concluding that comparable physical climate risk may impact our supply chain. The resilience analysis was limited to our own operations and not conducted for the up- and downstream value chain due to the limited available information on location and adapting and mitigating measures in place.

Sustainability Statement

With regard to the transition to a low-carbon, resilient economy, Fresenius has included the following critical assumptions in the analysis:

  • ► Energy efficiency: Increasing energy efficiency and reducing energy consumption supports the objectives of Fresenius. Targeted measures can lead to energy and cost savings.
  • ► Renewable energies: The significant increase in renewable energies supports the goals of the Group and enables the availability of these energy sources through corresponding investments, the expansion of the energy grid, and the decarbonization of the supply chain.
  • ► Economic growth: The transition to a low-carbon and resilient economy is leading to a transformation of workplaces, for example through digitalization. This is accompanied by changing demands on our employees.
  • ► Technologies: From a business perspective, the development of climate-friendly and scalable technologies is essential to enable the electrification and use of renewable energies, for example through long-term energy storage.

In addition, we have considered existing or planned adaptation and mitigation measures when assessing physical and transitional climate risks. We describe these climate protection measures as part of our transition plan in the topical standard E1 Climate change from page 190.

The resilience analysis is based on a scenario analysis, which is inherently subject to uncertainty and does not represent a forecast. The analysis is based on models of past climate data, which is why no acute risks, no new risks or developments caused by climate change and their dependencies can be fully included and evaluated. Mathematical assumptions were made behind each model to describe possible scenarios. We want to continuously evaluate and optimize data quality in risk assessment, as well as the evaluation and effectiveness of measures.

Based on the results of the analyses carried out, we have determined that our locations and supply chains are subject to physical climate risks (mainly heat stress, water stress, flooding), but that these do not currently require us to adapt our business model. We take strategic decisions related to environmental issues, taking economic aspects into account. We consider climate risks as a sub-aspect. Part of our operational units already implemented measures to adapt to climate change, others are planning to take appropriate short-, medium-, and long-term measures, such as installing flood protection, reducing water consumption in water-stressed areas, or having emergency plans for earthquakes. In this way, our business model can become even more resilient through climate protection measures -- however, due to the unpredictability of all climatic changes, we

Sustainability Statement

cannot fully protect ourselves from physical climate risks. We make investments to make production facilities and healthcare facilities more modern, efficient, and climatefriendly. We are constantly reviewing the extent to which changes to our product and service portfolios are necessary.

Sustainability is a material and integral part of our corporate strategy. To pursue this in a focused way, we analyze risk-bearing assets and evaluate investment decisions for climate protection measures based on their effectiveness in achieving our goals.

[IRO-2] Disclosure requirements in ESRS covered by the undertaking's Sustainability Statement

The table starting on page 172 at the end of this standard shows all data points in accordance with ESRS 2 Annex B that arise from other EU legislation and where they can be found in this Sustainability Report. Non-material data points are marked accordingly.

We did not apply any thresholds when determining the material information to be disclosed in connection with the impacts, risks, and opportunities assessed as material, but instead performed a qualitative mapping. In doing so, we considered the criteria listed in paragraph3.2 of ESRS 1.

The index at the end of this standard shows the disclosure requirements we have reported in accordance with the ESRS.

[SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

The material impacts, risks, and opportunities (IROs) identified in the materiality analysis are described in the respective topical standards.

The identified IROs are related to our business model and have an impact on both people and the environment. In our own operations, the IROs arise, on the one hand, from the production processes and the associated upstream procurement processes. On the other hand, they affect consumers and end-users of our products or services, in particular patients that we treat in our own clinics or who use our products outside of our healthcare facilities. We also see effects on our workforce and those in the value chain. For this reason, we are also integrating the identified impacts, risks and opportunities into our business model and our Group strategy. Further information can be found in the respective topical standards.

Our business model and Group strategy are characterized by the necessity for sustainable action. In addition to the actual impacts, such as the change in job profiles due to the increasing use of digital solutions or applications, we see demographic change, the associated change in disease patterns and the future demands in healthcare markets as significant effects that could influence our future business activities as well as our value chain. Information is provided

in topical standard S1 Own workforce, section S1-1 Our approach starting on page 211. We also report on our approach regarding health and safety in topical standard S4 Consumers and end-users, starting on page 255. For example, rising costs, increasing regulatory requirements, and innovative treatment options present new challenges and opportunities that we take into account in our strategic development, e.g. in innovations or digitalization.

During the reporting year, there were no further events in connection with the identified impacts, risks and opportunities that led to material financial effects. No material adjustments to the assets and liabilities recognized in the associated financial statements are expected in the next reporting year either. The Group Management Report contains additional information on opportunities and risks as well as a detailed description of the risk management and internal control system from page 137 ff.

Only by firmly integrating sustainability into our business strategy can we remain competitive and resilient in the long term while continuing to provide high-quality healthcare. The measures we take to address the identified IROs in the respective topical standards or company-specific standards, and how we design each approach, are explained in detail in the topic-specific sections of the environmental, social, and governance standards. You will also find details of our resilience analysis from page 167 onwards in this standard. The periods we use are also explained on page 167. They are aligned with those used for the disclosure of our key financial figures.

Sustainability Statement

The responsible entities must not only identify possible risks, but also design internal processes in such a way that business operations can be resumed quickly after an incident or, in the best case, are not disrupted at all.

At the Group level, the Corporate Business Continuity function assumes global responsibility for security, crisis management, and travel security. As our Group operates internationally and is confronted with a number of securityrelated issues, the managers in charge deal with questions regarding the maintenance or resumption of business operations in or after crisis situations. If necessary, they also provide operational support. Further information on business continuity is provided in the respective standards, where required, e.g. in topical standard S4 Consumers and end-users, section Access to products and services, S4-1 Our approach, see Patient support in crisis and emergency situations, starting on page 271.

The IROs are assigned to the topic-specific ESRS and the sub-topics listed in ESRS 1 and are covered by the ESRS disclosure requirements. In addition, we have identified company-specific topics (cybersecurity, digital transformation, innovation), which we report on in accordance with the minimum disclosure requirements.

ESRS 1.114

This Sustainability Report was prepared in accordance with ESRS and also meets the regulatory requirements for a separate Group Non-financial Report in accordance with Sections 315b to 315c of the German Commercial Code (HGB). For the preparation of the Sustainability Statement, we considered the ESRS (European Sustainability Reporting Standards) as possible frameworks. Due to our global business activities and the expected implementation of the European Corporate Sustainability Reporting Directive (CSRD) into national law, we decided to use the ESRS for the first time as a framework within the meaning of Section 315c HGB in conjunction with Section 289d HGB and to apply these in full. This leads to a change in the consistency principle of sustainability reporting in order to transfer the new regulation into the reporting processes before implementation in national law and to create transparency and comparability with the reports of other companies. The report is published annually. The last separate Group Non-financial Report was published in March 2024.

In accordance with Section 315c HGB in conjunction with Section 289c HGB, the reporting company must comment on legally defined sustainability aspects. The following presentation of the requirements according to the HGB with parallel application of the ESRS is intended to facilitate the understanding of the reconciliation.

The criterion of materiality is of particular importance in sustainability reporting under the ESRS, as not all aspects of sustainability are to be included in sustainability reporting. To this end, companies must carry out a materiality analysis. Both the material impacts of the company's activities on people and the environment (materiality of impacts) and the material impacts of sustainability aspects on the company (financial materiality), i.e. how, for example, climate change affects (or may affect) the company's development, performance, and position, must be reported. This is known as the principle of double materiality. You can find more information on this within this standard in section IRO-1 Our materiality analysis from page 162.

The materiality analysis following the ESRS requirements is used for ensuring that the sustainability report contains the relevant information for a non-financial Group statement that is necessary for an understanding of the course of business, the business results, the situation of Fresenius and the effects of its activities. Accordingly, it can be assumed that a topic that is immaterial under ESRS is also not reportable under Section 289c (3) HGB.

A description of the business model can be found within this standard in section SBM-1 The business model and our value chain, on page 157.

Sustainability Statement

Environmental matters in accordance with Section 315c HGB in conjunction with 289c (2) No. 1 HGB are reported by Fresenius applying the ESRS topical standards E1, E2, E3, and E5. They relate, among other things, to greenhouse gas emissions, air pollution, water consumption, and resource consumption.

Employee matters pursuant to Section 315c HGB in conjunction with Section 289c (2) No. 2 HGB are reported by the Fresenius Group applying the ESRS topical standards S1 and S2. This includes information on management concepts and measures taken to ensure gender equality, working conditions, implementation of the fundamental conventions of the International Labour Organization, respect for the rights of employees to be informed and consulted, social dialog, respect for trade union rights, health protection, and safety in the workplace. In thematic topical standard S2, we also address employee concerns in the value chain.

The topic standards S1, S2, and S4 also cover social matters in accordance with Section 315c HGB in conjunction with the Section 289c (2) No. 3 HGB, e.g. dialog formats, whistleblower systems, and the protection of patients.

Respect for human rights in accordance with Section 315c HGB in conjunction with Section 289c (2) No. 4 HGB is part of topical standard S2, whereby further explanations in other topical standards refer to this standard accordingly.

The fight against corruption and bribery in accordance with Section 315c HGB in conjunction with Section 289c (2) No. 5 HGB is part of the explanations in topical standard G1. Here, for example, we explain the existing instruments for combating corruption and bribery.

The matters to be reported in accordance with the HGB are fully covered through the disclosure requirements in accordance with the ESRS topical standards. The topical standards also include references to the amounts reported in the Group financial statements and additional explanatory notes on key actions related to sustainability matters, if necessary.

In the reporting periode, no material non-financial risks were identified and reported in accordance with Sections 315c HGB in conjunction with Section 289c (3) No. 3 and 4 HGB taking into account mitigating risk management measures (net view), that are linked to our business activities, business relationships, products or services and that are very likely to have or will have a ssevere negative impact on the aforementioned non-financial aspects or our business activities. The Group Management Report starting on page 83 contains additional information on opportunities and risks as well as a detailed description of the risk management and internal control system.

The most significant non-financial performance indicators (remuneration-related indicators) that are relevant to business activities are:

  • ► Total Scope 1 and Scope 2 CO2 emissions (marketbased approach) in tons of CO2 equivalents (Fresenius Group)
  • ► Employee Engagement Index (EEI) (Fresenius Group)
  • ► Medical Quality: Audit&Inspection Score (Fresenius Kabi) Inpatient Quality Indicators (Fresenius Helios)

The explanations can be found in the respective topical standards. Additional information can be found in the Outlook section of the Group Management Report starting on page 131.

Sustainability Statement

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fo
ssi
l fu
el a
ctiv
itie
ent
to
em
ac
s r
s		 x x x ria
l
not
ate
m
ES
RS
2
SB
M-
1		 40
d-i
i		 Inv
olv
in
tiv
itie
ela
ted
ch
ica
l pr
od
ion
ent
to
uct
em
ac
s r
em		 x x ria
l
not
ate
m
ES
RS
2
SB
M-
1		 40
d-i
ii		 Inv
olv
in
tiv
itie
ela
ted
rsia
l w
ent
to
ntr
em
ac
s r
co
ove
eap
ons		 x x ria
l
not
ate
m
ES
RS
2
SB
M-
1		 40
d-i
v		 Inv
olv
in
tiv
itie
ela
ted
ltiv
ati
and
od
ion
of
bac
ent
to
uct
to
em
ac
s r
cu
on
pr
co		 x ria
l
not
ate
m
ES
RS
E1
-1		 14 Tra
nsi
tio
lan
ach
cl
ima
lity
by
20
50
to
te
tra
n p
re
neu		 x . 18
7
pg
ES
RS
E1
-1		 16g Un
de
kin
lud
ed
fro
Par
is-a
lign
ed
Be
nch
rks
rta
gs
exc
m
ma		 x x . 18
8
pg
ES
RS
E1
-4		 34 GH
G e
mis
sio
edu
ctio
n t
ets
n r
arg		 x x x . 19
2
pg
ES
RS
E1
-5		 38 tio
n f
fo
ssi
dis
En
l so
d b
ate
erg
y c
ons
um
p
rom
urc
es
agg
reg
y s
ou
rce
s
(on
ly
hig
h c
lim
im
rs)
ate
t se
cto
pac		 x . 19
3
pg
ES
RS
E1
-5		 37 tio
mix
En
nd
erg
y c
ons
um
p
n a		 x . 19
4
pg
ES
RS
E1
-5		 40
-43		 En
int
ity
oci
d w
ith
ivit
ies
in
hi
h c
lim
im
ate
act
ate
t se
cto
erg
ens
ass
g
pac
rs
y		 x . 19
3
pg
ES
RS
E1
-6		 44 Gro
Sco
1,
2,
3 a
nd
To
tal
GH
G e
mis
sio
ss
pe
ns		 x x x . 19
5
pg
ES
RS
-6
E1		 53-
55		 Gro
GH
G e
mis
sio
int
ity
ss
ns
ens		 x x x . 19
5
pg
ES
RS
E1
-7		 56 GH
G r
ls a
nd
bo
red
its
em
ova
car
n c		 x . 19
3
pg
Uti
liza
tio
f th
n o
e
ES
RS
E1
-9		 66 Ex
of
th
e b
hm
ark
rtfo
lio
clim
late
d p
hys
ica
l ri
sks
to
ate
pos
ure
enc
po
-re		 x has
e-i
tio
p
n o
p
n
Dis
ati
of
by
d c
hro
nic
hys
ica
l ri
sk/
Loc
ati
of
net
nts
ute
agg
reg
on
mo
ary
am
ou
ac
an
p
on		 Uti
liza
tio
f th
n o
e
ES
RS
E1
-9		 66a
,c		 sig
nif
ica
ial
hys
ica
l ri
sk
nt
ets
at
ter
ass
ma
p		 x has
e-i
tio
p
n o
p
n
ES
RS
E1
-9		 67c Bre
akd
f th
ing
lue
of
its
al e
by
ffic
ien
cla
sta
te
ets
ow
n o
e c
arr
va
re
ass
en
erg
y-e
cy
sse
s
y		 x Uti
liza
tio
f th
n o
e
has
e-i
tio
p
n o
p
n
Uti
liza
tio
f th
n o
e
ES
RS
E1
-9		 69 De
f ex
of
th
fol
io t
lim
late
d o
nit
ies
ort
ate
rtu
gre
e o
pos
ure
e p
o c
- re
ppo		 x has
e-i
tio
p
n o
p
n
ES
RS
E2
-4		 28 Am
of
h p
ollu
t li
d i
n A
x I
I of
th
e E
- P
RT
R R
ula
tio
nt
tan
ste
ou
eac
nne
eg
n
(Eu
Po
llut
Re
lea
and
Tr
fer
Re
iste
r) e
mit
ted
ai
nd
soi
l
ant
to
ate
rop
ean
se
ans
g
r, w
r a		 x . 20
1
pg
ES
RS
E3
-1		 9 Wa
d m
ari
ter
an
ne
res
ou
rce
s		 x . 20
2
pg
ES
RS
E3
-1		 13 De
dic
d p
olic
ate
y		 x ria
l
not
ate
m
ES
RS
E3
-1		 14 Su
ina
ble
nd
sta
oc
ean
s a
sea
s		 x ria
l
not
ate
m
ES
RS
E3
-4		 28c To
tal
led
d r
ed
ter
wa
re
cyc
an
eus		 x . 20
4
pg
ES
RS
E3
-4		 29 3 p
To
tal
tio
n i
ati
ter
net
wa
co
nsu
mp
n m
er
re
ven
ue
on
ow
n o
per
ons		 x . 20
5
pg
ES
RS
2
SB
M-
3--
E4		 1
6a-
i		 x ria
l
not
ate
m
ES
RS
SB
2
M-
3--
E4		 6b
1		 x ria
l
not
ate
m
ES
RS
2
SB
M-
3--
E4		 6c
1		 x ria
l
not
ate
m
ES
RS
E4
-2		 24
b		 Su
ina
ble
la
nd
/ag
ric
ult
ice
olic
ies
sta
act
ure
pr
s o
r p		 x ria
l
not
ate
m
ES
RS
E4
-2		 24c Su
ina
tic
lici
ble
/
sta
oc
ean
s
sea
s p
rac
es
or
po
es		 x ria
l
not
ate
m
ES
RS
E4
-2		 24d Po
lici
add
s d
efo
ion
to
tat
es
res
res		 x ria
l
not
ate
m
ES
RS
E5
-5		 37
d		 No
cle
d w
ast
n-r
ecy
e		 x . 20
9
pg
ES
RS
E5
-5		 39 ioa
ctiv
Ha
do
d r
ad
ste
ast
zar
us
wa
an
e w
e		 x . 20
9
pg
ES
RS
2
SB
M-
3--
S1		 14f Ris
k o
f in
cid
f fo
d la
bo
ent
s o
rce
ur		 x . 21
1
pg
ES
RS
2
SB
M-
3--
S1		 14g Ris
k o
f in
cid
f c
hild
la
bou
ent
s o
r		 x . 21
1
pg

Sustainability Statement

Dis
clo
sur
e
uir
Req
ent
em		 int
Da
ta
po		 Na
me		 SFD
R
Ref
ere
nce		 Pilla
Ref
r-3-
ere
nce		 Ben
chm
ark
-
ion-
Ref
Reg
ulat
ere
nce		 EU-
Clim
ate Law
fere
-Re
nce		 Ref
ere
nce
ES
RS
S1
-1		 20 Hu
ig
hts
licy
itm
ent
ma
n r
po
co
mm
s		 x . 22
2
pg
ES
RS
S1
-1		 21 Du
e d
ilig
olic
ies
iss
ad
dre
d b
the
fu
nda
l In
ion
al
nta
ter
nat
enc
e p
on
ues
sse
y
me
Lab
Org
isa
tio
n C
ion
8
ent
s 1
to
or
an
onv		 x . 22
2
pg
ES
RS
S1
-1		 22 Pro
d m
s fo
ing
ffic
kin
in
hu
n b
ein
ent
tra
ces
ses
an
eas
ure
r p
rev
g
ma
gs		 x . 22
2
pg
ES
RS
S1
-1		 23 cci
ion
licy
Wo
rkp
lac
den
t p
ent
nt s
tem
e a
rev
po
or
m
ana
ge
me
ys		 x 6
. 21
pg
ES
RS
S1
-3		 32
c		 Gri
/
lain
ts h
and
ling
ech
ism
eva
nce
com
p
m
an
s		 x . 22
5
pg
ES
RS
S1
-14		 88
b,c		 Nu
mb
of f
litie
nd
mb
and
of w
ork
late
d a
cci
de
ata
te
nts
er
s a
nu
er
ra
-re		 x x . 23
6
pg
ES
RS
S1
-14		 88e of
o i
nju
rie
cci
fat
alit
ies
ill
Nu
mb
day
s lo
de
st t
nts
er
s, a
or
nes
s
,		 x 6
. 23
pg
ES
RS
S1
-16		 97a Un
adj
ed
nde
ust
ge
r p
ay
gap		 x x . 23
7
pg
ES
RS
S1
-16		 97
b		 Exc
ive
CE
O p
io
rat
ess
ay		 x . 23
7
pg
ES
RS
S1
-17		 103
a		 Inc
ide
of
di
im
ina
tio
nts
scr
n		 x . 23
8
pg
ES
RS
S1
-17		 104
a		 No
of
U
NG
Ps
Bu
sin
d H
Rig
hts
d O
EC
D G
uid
elin
ect
n-r
esp
on
ess
an
um
an
an
es		 x x . 23
8
pg
ES
RS
2
SB
M3
-- S
2		 11b Sig
nif
ica
ris
k o
f c
hild
la
bou
r fo
d la
bo
in t
he
val
cha
in
nt
r o
rce
ur
ue		 x . 24
1
pg
ES
RS
S2
-1		 17 Hu
ig
hts
licy
itm
ent
ma
n r
po
co
mm
s		 x . 24
2
pg
ES
RS
S2
-1		 18 Po
lici
rel
d t
alu
hai
ork
ate
es
o v
e c
n w
ers		 x . 24
5
pg
ES
RS
S2
-1		 19 No
of
U
NG
Ps
Bu
sin
d H
Rig
hts
inc
ip
les
d O
EC
D g
uid
elin
ect
n-r
esp
on
ess
an
um
an
pr
an
es		 x x . 24
2
pg
ES
RS
S2
-1		 19 Du
e d
ilig
olic
ies
iss
ad
dre
d b
the
fu
nda
l In
ion
al
nta
ter
nat
enc
e p
on
ues
sse
me
y
Org
isa
tio
n C
ion
Lab
s 1
8
ent
to
or
an
onv		 x . 24
2
pg
ES
RS
S2
-4		 36 Hu
ig
hts
iss
d i
nci
de
d t
o it
d d
alu
hai
nts
cte
tre
nst
ma
n r
ues
an
co
nne
s u
ps
am
an
ow
rea
m v
e c
n		 x . 24
7
pg
ES
RS
S3
-1		 16 Hu
ig
hts
licy
itm
ent
ma
n r
po
co
mm
s		 x ria
l
not
ate
m
ES
RS
S3
-1		 17 of
NG
sin
Rig
ILO
inc
ip
OE
CD
ide
line
No
U
Ps
Bu
d H
hts
les
ect
n-r
esp
on
ess
an
um
an
pr
or
gu
s
,		 x x ria
l
not
ate
m
ES
RS
S3
-4		 36 Hu
ig
hts
iss
d i
nci
de
nts
ma
n r
ues
an		 x ria
l
not
ate
m
ES
RS
S4
-1		 16 Po
lici
rel
d t
d e
nd-
ate
es
o c
ons
um
ers
an
use
rs		 x . 25
5,
270
pg
ES
RS
S4
-1		 17 of
NG
sin
Rig
d O
EC
uid
elin
No
U
Ps
Bu
d H
hts
D g
ect
n-r
esp
on
ess
an
um
an
an
es		 x x . 25
8
pg
ES
RS
S4
-4		 35 Hu
ig
hts
iss
d i
nci
de
nts
ma
n r
ues
an		 x . 23
8,
248
pg
ES
RS
G1
-1		 10b Un
ited
Na
tio
Co
nti
ins
t C
tio
ns
nve
on
aga
orr
up
n		 x . 28
6
pg
ES
RS
G1
-1		 10d tio
f w
his
Pro
tle
blo
tec
n o
we
rs		 x . 29
0
pg
ES
RS
G1
-4		 24a Fin
for
vio
lati
of
i-co
tio
nd
i-b
rib
law
ant
ant
es
on
rru
p
n a
ery
s		 x x . 29
5
pg
ES
RS
G1
-4		 24
b		 Sta
nda
rds
of
ti-c
tio
nd
i-b
rib
ant
an
orr
up
n a
ery		 x . 29
5
pg

Sustainability Statement

ESRS INDEX

Dis
uir
clo
ent
sur
e r
eq
em		 Tit
le		 Om
iss
ion
s		 Ref
ere
nce
Ge
ral
in
for
tio
n (
ES
RS
2)
ne
ma
BP
-1		 Ge
al b
asi
s fo
tio
f S
ain
ab
ility
St
ust
ate
nts
ner
r p
rep
ara
n o
me		 . 14
9
pg
BP
-2		 Dis
in
atio
ific
ci
clo
rel
n t
tan
sur
es
o s
pec
rcu
ms
ces		 . 15
0
pg
GO
V-1		 Th
ole
of
th
dm
inis
tive
and
vis
bo
die
tra
nt
e r
e a
, m
ana
ge
me
su
per
ory
s		 . 15
1
pg
GO
V-2		 's a
Inf
ati
vid
ed
and
ina
bil
ity
dd
sed
by
th
nde
kin
dm
inis
tive
and
vis
bo
die
to
sta
tte
rta
tra
nt
orm
on
pro
su
ma
rs a
res
e u
g
, m
ana
ge
me
su
per
ory
s		 . 15
5
pg
GO
V-3		 Int
ion
of
ina
bil
ity-
rel
d p
erf
e in
in
tive
hem
rat
sta
ate
eg
su
orm
anc
cen
sc
es		 . 15
6
pg
GO
V-4		 Sta
du
e d
ilig
tem
ent
on
enc
e		 . 15
7
pg
GO
V-5		 Ris
k m
and
in
nal
ols
tai
nab
ility
rtin
nt
ter
ntr
ana
ge
me
co
ov
er
sus
re
po
g		 . 15
7
pg
SB
M-
1		 Str
bu
sin
od
el a
nd
val
cha
in
ate
gy,
ess
m
ue		 Uti
liza
tio
f th
has
e-i
tio
n o
e p
n o
p
n		 . 15
7
pg
SB
M-
2		 iew
f st
Int
d v
ake
ho
lde
sts
ere
an
s o
rs		 . 15
9
pg
SB
M-
3		 Ma
ial
im
ris
ks,
d o
nit
ies
d t
hei
r in
ion
ith
and
bu
sin
od
el
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
gy
ess
m
w		 Uti
liza
tio
f th
has
e-i
tio
n o
e p
n o
p
n		 . 16
9
pg
IRO
-1		 De
ip
tio
f th
id
ify
and
ria
l im
risk
nd
nit
ies
to
ent
ate
ts,
rtu
scr
n o
e p
roc
ess
as
ses
s m
pac
s, a
op
po		 . 16
2
pg
IRO
-2		 's S
Dis
clo
uir
s in
ES
RS
ed
by
the
de
kin
ain
ab
ility
St
ent
rta
ust
ate
nt
sur
e r
eq
em
co
ver
un
g
me		 . 16
9
pg
vir
l in
tio
En
for
nta
on
me
ma
n
E1 Cli
cha
te
ma
ng
e		 . 18
6
pg
ES
RS
2
SB
M-
3		 Ma
ial
im
ris
ks,
d o
nit
ies
d t
hei
r in
ion
ith
and
bu
sin
ode
l
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
gy
ess
m
w		 . 18
6
pg
E1-
1		 Tra
nsi
tio
lan
fo
lim
ch
itig
ati
ate
n p
r c
ang
e m
on		 . 18
7
pg
E1-
2		 Po
lici
rel
d t
lim
ch
itig
ati
and
ad
ion
ate
ate
tat
es
o c
ang
e m
on
ap		 . 18
8
pg
E1-
3		 Ac
tio
and
s in
lati
clim
ch
olic
ies
to
ate
ns
re
sou
rce
re
on
ang
e p		 . 19
0
pg
E1-
4		 Ta
ela
ted
cl
ima
cha
itig
ati
and
ad
ion
ts r
to
te
tat
rge
nge
m
on
ap		 . 19
2
pg
E1-
5		 En
tio
nd
mix
erg
y c
ons
um
p
n a		 . 19
3
pg
6
E1-		 Gro
Sco
GH
G e
mis
sio
1,
2,
3 a
nd
To
tal
ss
pes
ns		 . 19
5
pg
E1-
7		 GH
G r
ls a
nd
GH
G m
itig
ati
jec
ts f
ina
d t
hro
h c
arb
dit
em
ova
on
pro
nce
ug
on
cre
s		 . 19
2
pg
E1-
8		 Int
al c
arb
icin
ern
on
pr
g		 No
ria
l
t m
ate
E1-
9		 An
tic
ipa
ted
fin
ial
eff
s fr
ria
l p
hys
ica
l an
d t
siti
ris
ks
and
tia
l cl
ima
rel
d o
nit
ies
ect
ate
ten
te-
ate
rtu
anc
om
m
ran
on
po
ppo		 Uti
liza
tio
f th
has
e-i
tio
n o
e p
n o
p
n
E2 ion
Po
llut		 . 19
9
pg
ES
RS
2
SB
M-
3		 Ma
ial
im
ris
ks,
d o
nit
ies
d t
hei
r in
ion
ith
and
bu
sin
ode
l
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
w
gy
ess
m		 . 19
9
pg
E2-
1		 Po
lici
rel
d t
ollu
tio
ate
es
o p
n		 . 19
9
pg
E2-
2		 tio
ion
Ac
and
ela
ted
llut
to
ns
re
sou
rce
s r
po		 . 20
1
pg
E2-
3		 Ta
ela
ted
llut
ion
ts r
to
rge
po		 . 20
1
pg
E2-
4		 Po
llut
ion
of
ai
nd
soi
l
ate
r, w
r a		 . 20
1
pg
E2-
5		 Su
bst
of
nd
sub
f ve
hig
h c
sta
anc
es
con
cer
n a
nce
s o
ry
onc
ern		 No
ria
l
t m
ate
E2-
6		 An
tic
ipa
ted
fin
ial
eff
s fr
llut
ion
late
d r
isk
nd
nit
ies
ect
rtu
anc
om
po
-re
s a
op
po		 Uti
liza
tio
f th
has
e-i
tio
n o
e p
n o
p
n
E3 ari
Wa
d m
ter
an
ne
res
ou
rce
s		 . 20
2
pg
ES
RS
2
SB
M-
3		 Ma
ial
im
ris
ks,
d o
nit
ies
d t
hei
r in
ion
ith
and
bu
sin
ode
l
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
gy
ess
m
w		 . 20
2
pg
E3-
1		 Po
lici
rel
d t
nd
rin
ate
ate
es
o w
r a
ma
e r
eso
urc
es		 . 20
2
pg
E3-
2		 Ac
tio
and
ela
ted
d m
ari
to
ter
ns
re
sou
rce
s r
wa
an
ne
res
ou
rce
s		 . 20
3
pg
E3-
3		 Ta
ela
ted
d m
ari
ts r
to
ter
rge
wa
an
ne
res
ou
rce
s		 . 20
4
pg
E3-
4		 Wa
tio
ter
co
nsu
mp
n		 . 20
4
pg
E3-
5		 An
tic
ipa
ted
fin
ial
eff
s fr
d m
ari
ela
ted
im
ris
ks,
d o
nit
ies
ect
ter
ts,
rtu
anc
om
wa
an
ne
res
ou
rce
s-r
pac
an
ppo		 Uti
liza
tio
f th
has
e-i
tio
n o
e p
n o
p
n
E4 Bio
div
ity
d e
tem
ers
an
cos
ys
s		 ria
No
l
t m
ate
E5 Re
nd
cir
lar
sou
rce
us
e a
cu
ec
on
om
y		 . 20
5
pg
ES
RS
2
SB
M-
3		 Ma
ial
im
ris
ks,
d o
nit
ies
d t
hei
r in
ion
ith
and
bu
sin
ode
l
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
w
gy
ess
m		 . 20
5
pg

Sustainability Statement

Dis
clo
uir
ent
sur
e r
eq
em		 Tit
le		 Om
iss
ion
s		 Ref
ere
nce
E5-
1		 Po
lici
rel
d t
and
ci
lar
ate
es
o r
eso
urc
e u
se
rcu
eco
no
my		 . 20
6
pg
E5-
2		 tio
cir
Ac
and
ela
ted
nd
cul
to
ns
re
sou
rce
s r
re
sou
rce
us
e a
ar
eco
nom
y		 . 20
7
pg
E5-
3		 Ta
ela
ted
nd
cir
cul
ts r
to
rge
re
sou
rce
us
e a
ar
eco
no
my		 . 20
7
pg
E5-
4		 Res
in
flow
ou
rce
s		 . 20
7
pg
E5-
5		 Res
tflo
ou
rce
ou
ws		 . 20
8
pg
E5-
6		 An
tic
ipa
ted
fin
ial
eff
s fr
nd
cir
cul
late
d i
isk
nd
nit
ies
ect
act
rtu
anc
om
re
sou
rce
us
e a
ar
eco
no
my
-re
mp
s, r
s, a
op
po		 Uti
liza
tio
f th
has
e-i
tio
n o
e p
n o
p
n
So
cia
l In
for
tio
ma
n
S1 Ow
ork
for
n w
ce		 . 21
0
pg
ES
RS
SB
2
M-
3		 ial
im
ris
nit
ies
hei
r in
ion
ith
sin
Ma
ks,
d o
d t
and
bu
ode
l
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
w
gy
ess
m		 . 21
0
pg
S1
-1		 Po
lici
rel
d t
rkf
ate
es
o o
wn
wo
orc
e		 . 21
1
pg
S1
-2		 rs'
Pro
fo
ing
ith
ork
for
and
rke
ativ
abo
im
ent
ut
ts
ces
ses
r e
nga
g
w
ow
n w
ce
wo
rep
res
es
pac		 . 22
2
pg
S1
-3		 Pro
dia
ativ
e im
nd
cha
ls f
ork
for
rai
to
te
ts a
to
ces
ses
re
me
neg
pac
nne
or
ow
n w
ce
se
con
cer
ns		 . 22
5
pg
S1
-4		 Ta
kin
ctio
ria
l im
rkf
nd
che
ing
ria
l ri
sks
d p
uin
ria
l op
nit
ies
late
d
ate
ts o
s to
ate
ate
rtu
g a
n o
n m
pac
n o
wn
wo
orc
e, a
app
roa
m
ana
g
m
an
urs
g m
po
re
ork
for
d e
ffe
ctiv
of t
hos
ctio
to
ow
n w
ce,
an
ene
ss
e a
ns		 . 22
6
pg
S1
-5		 Ta
ela
ted
ing
ria
l ne
tive
im
adv
ing
siti
im
and
ing
ria
l ri
sks
d o
nit
ies
ts r
to
ate
ts,
ts,
ate
rtu
rge
m
ana
g
m
ga
pac
anc
po
ve
pac
m
ana
g
m
an
ppo		 . 22
7
pg
S1
-6		 Ch
rist
ics
of
kin
's e
th
nde
loy
cte
rta
ara
e u
g
mp
ees		 . 22
9
pg
S1
-7		 's o
Ch
rist
ics
of
loy
in
th
nde
kin
rkf
cte
rta
ara
no
n-
em
p
ees
e u
g
wn
wo
orc
e		 . 23
1
pg
S1
-8		 Co
llec
tive
ba
ini
and
cia
l di
alo
rga
ng
cov
era
ge
so
g		 . 23
1
pg
S1
-9		 Div
ity
tric
ers
me
s		 . 23
3
pg
S1
-10		 Ad
uat
eq
e w
age
s		 . 23
4
pg
S1
-11		 So
cia
ion
l p
rot
ect		 . 23
4
pg
S1
-12		 Per
ith
dis
abi
litie
son
s w
s		 . 23
5
pg
S1
-13		 ini
ills
tric
Tra
and
sk
de
vel
nt
ng
op
me
me
s		 . 23
5
pg
S1
-14		 He
alt
h a
nd
saf
ics
ety
etr
m		 . 23
6
pg
S1
-15		 Wo
rk-
life
ba
lan
tric
ce
me
s		 Uti
liza
tio
f th
has
e-i
tio
n o
e p
n o
p
n
S1
-16		 Re
ati
tric
s (p
d t
l re
atio
n)
ota
mu
ner
on
me
ay
gap
an
mu
ner		 . 23
7
pg
S1
-17		 Inc
ide
lain
nd
hu
ig
hts
im
nts
ts a
ts
, co
mp
sev
ere
ma
n r
pac		 . 23
8
pg
S2 in t
ain
Wo
rke
he
lue
ch
rs
va		 . 24
1
pg
ES
RS
2
SB
M-
3		 Ma
ial
im
ris
ks,
d o
nit
ies
d t
hei
r in
ion
ith
and
bu
sin
ode
l
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
gy
ess
m
w		 . 24
1
pg
S2
-1		 Po
lici
rel
d t
alu
hai
ork
ate
es
o v
e c
n w
ers		 . 24
2
pg
S2
-2		 Pro
fo
ing
ith
val
cha
in w
ork
ab
im
out
ts
ces
ses
r e
nga
g
ue
ers
pac
w		 . 24
6
pg
S2
-3		 Pro
dia
ativ
e im
nd
cha
ls f
val
cha
in w
ork
ise
to
te
ts a
to
ces
ses
re
me
neg
pac
nne
or
ue
ers
ra
co
nce
rns		 . 24
6
pg
S2
-4		 Ta
kin
ctio
ria
l im
alu
hai
ork
d a
che
ing
ria
l ri
sks
d p
uin
ria
l op
nit
ies
ate
ts o
s to
ate
ate
rtu
g a
n o
n m
pac
n v
e c
n w
ers
, an
pp
roa
m
ana
g
m
an
urs
g m
po
rel
d t
alu
hai
ork
d e
ffe
ctiv
of t
hos
ctio
ate
o v
e c
n w
ers
, an
ene
ss
e a
n		 . 24
7
pg
S2
-5		 Ta
ela
ted
ing
ria
l ne
tive
im
adv
ing
siti
im
and
ing
ria
l ri
sks
d o
nit
ies
ts r
to
ate
ts,
ts,
ate
rtu
rge
m
ana
g
m
ga
pac
anc
po
ve
pac
m
ana
g
m
an
ppo		 . 24
8
pg
S3 nit
ies
Aff
ed
ect
com
mu		 ria
No
l
t m
ate
S4 Co
d e
nd
nsu
me
rs
an
-us
ers		 . 24
9
pg
. 24
9,
pg
250
255
,
,
ES
RS
2
SB
M-
3		 Ma
ial
im
ris
ks,
d o
nit
ies
d t
hei
r in
ion
ith
and
bu
sin
ode
l
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
w
gy
ess
m		 269
S4
-1		 Po
lici
rel
d t
d e
nd-
ate
es
o c
ons
um
ers
an
use
rs		 . 25
0,
pg
255
270
,
. 25
3,
pg
S4
-2		 Pro
fo
ing
ith
d e
nd-
bo
im
ut
ts
ces
ses
r e
nga
g
w
con
sum
ers
an
use
rs a
pac		 262
272
,
S4
-3		 Pro
dia
ativ
e im
nd
cha
ls f
d e
nd-
ais
to
te
ts a
rs t
ces
ses
re
me
nne
or
con
sum
ers
an
use
o r
e c
on
cer
ns		 . 25
3,
pg
262
272
neg
pac		 ,

Sustainability Statement

Dis
clo
uir
ent
sur
e r
eq
em		 Tit
le		 Om
iss
ion
s		 Ref
ere
nce
kin
ctio
ria
l im
ing
ria
l ri
uin
ria
Ta
d e
nd-
and
ach
sks
d p
l
ate
ts o
to
ate
ate
g a
n o
n m
pac
n c
ons
um
ers
an
use
rs,
ap
pro
es
ma
nag
m
an
urs
g m		 . 25
4,
pg
S4
-4		 nit
ies
late
d t
d e
nd-
and
ef
fec
tive
f th
tio
rtu
op
po
re
o c
ons
um
ers
an
use
rs,
nes
s o
ose
ac
ns		 264
272
,
. 25
4,
pg
S4
-5		 Ta
ela
ted
ing
ria
l ne
tive
im
adv
ing
siti
im
and
ing
ria
l ri
sks
d o
nit
ies
ts r
to
ate
ts,
ts,
ate
rtu
rge
m
ana
g
m
ga
pac
anc
po
ve
pac
m
ana
g
m
an
ppo		 265
273
,
Dig
ita
liza
tio
n		 . 28
0
pg
ES
RS
2
SB
M-
3		 Ma
ial
im
ris
ks,
d o
nit
ies
d t
hei
r in
ion
ith
and
bu
sin
ode
l
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
gy
ess
m
w		 . 28
0
pg
ES
RS
2
MD
R-P		 lici
ial
tai
ility
Po
ado
ted
nab
to
ter
att
es
p
m
ana
ge
ma
sus
m
ers		 . 28
0
pg
ES
RS
2
MD
R-A		 Ac
tio
and
s in
lati
ial
tai
nab
ility
to
ter
att
ns
re
sou
rce
re
on
ma
sus
m
ers		 . 28
3
pg
ES
RS
2
MD
R-T		 Tra
cki
eff
ive
f p
olic
ies
d a
ctio
thr
h t
ect
ets
ng
nes
s o
an
ns
ou
g
arg		 . 28
4
pg
ES
RS
2
MD
R-M		 Me
tric
s in
lati
ial
tai
nab
ility
to
ter
att
re
on
ma
sus
m
ers		 . 28
5
pg
tio
Inn
ova
n		 . 27
3
pg
ES
RS
SB
2
M-
3		 ial
im
ris
nit
ies
hei
r in
ion
ith
sin
Ma
ks,
d o
d t
and
bu
ode
l
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
w
gy
ess
m		 . 27
3
pg
ES
RS
2
MD
R-P		 Po
lici
ado
ted
ial
tai
nab
ility
to
ter
att
es
p
m
ana
ge
ma
sus
m
ers		 . 27
4
pg
ES
RS
2
MD
R-A		 Ac
tio
and
s in
lati
ial
tai
nab
ility
to
ter
att
ns
re
sou
rce
re
on
ma
sus
m
ers		 . 27
7
pg
ES
RS
2
MD
R-T		 Tra
cki
eff
ive
f p
olic
ies
d a
ctio
thr
h t
ect
ets
ng
nes
s o
an
ns
ou
g
arg		 . 27
9
pg
ES
RS
2
MD
R-M		 Me
tric
s in
lati
ial
tai
nab
ility
to
ter
att
re
on
ma
sus
m
ers		 . 27
9
pg
Go
in
for
tio
ve
rna
nce
ma
n
G1 Bu
sin
nd
uct
ess
co		 . 28
6
pg
ES
RS
SB
2
M-
3		 ial
im
ris
nit
ies
hei
r in
ion
ith
sin
Ma
ks,
d o
d t
and
bu
ode
l
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
w
gy
ess
m		 6
. 28
pg
G1
-1		 Bu
sin
nd
lici
and
ult
uct
rat
ess
co
po
es
co
rpo
e c
ure		 . 28
6
pg
G1
-2		 Ma
of
lati
hip
ith
lier
ent
nag
em
re
ons
s w
sup
p
s		 . 29
1
pg
G1
-3		 Pre
tio
nd
det
ion
of
tio
nd
bri
ber
ect
ven
n a
co
rru
p
n a
y		 . 29
2,
295
pg
G1
-4		 Inc
ide
of
tio
r b
rib
nts
co
rru
p
n o
ery		 . 29
5
pg
G1
-5		 litic
al i
nfl
ing
tiv
itie
Po
and
lo
bby
uen
ce
ac
s		 . 29
5
pg
G1
-6		 Pay
ctic
nt
me
pra
es		 . 29
6
pg
rity
Cy
be
rse
cu		 . 29
7
pg
ES
RS
2
SB
M-
3		 Ma
ial
im
ris
ks,
d o
nit
ies
d t
hei
r in
ion
ith
and
bu
sin
ode
l
ter
ts,
rtu
ter
act
str
ate
pac
an
ppo
an
gy
ess
m
w		 . 29
7
pg
ES
RS
2
MD
R-P		 Po
lici
ado
ted
ial
tai
nab
ility
to
ter
att
es
p
m
ana
ge
ma
sus
m
ers		 . 29
7
pg
ES
RS
2
MD
R-A		 Ac
tio
and
s in
lati
ial
tai
nab
ility
to
ter
att
ns
re
sou
rce
re
on
ma
sus
m
ers		 . 30
0
pg
ES
RS
2
MD
R-T		 Tra
cki
eff
ive
f p
olic
ies
d a
ctio
thr
h t
ect
ets
ng
nes
s o
an
ns
ou
g
arg		 . 30
1
pg
ES
RS
2
MD
R-M		 tric
s in
lati
ial
tai
ility
Me
nab
to
ter
att
re
on
ma
sus
m
ers		 . 30
1
pg

Sustainability Statement

ENVIRONMENTAL INFORMATION

DISCLOSURES PURSUANT TO ARTICLE 8 OF REGULATION (EU) 2020/852 (EU TAXONOMY REGULATION)

The EU Taxonomy Regulation establishes a framework for the standardized classification of companies' sustainable economic activities. The aim in Europe is to achieve climate neutrality by 2050. To this end, companies are to report every year on their respective contributions in accordance with the regulation. Economic activities that are to be reported upon relate to:

  • ► revenue,
  • ► capital expenditure (CapEx), and
  • ► operating expenses (OpEx).

Beyond the scope of the EU Taxonomy, this report by Fresenius SE&Co. KGaA provides transparency about material sustainability issues.

In the 2022 reporting year, we reported on our economic activities' EU Taxonomy eligibility and, for the first time, on their EU Taxonomy alignment for the environmental objectives of climate change mitigation and climate change adaptation.

For the 2023 reporting year, the reporting obligation was extended to include the EU Taxonomy eligibility of economic activities in relation to the following four remaining environmental objectives specified by the Taxonomy:

  • ► sustainable use and protection of water and marine resources,
  • ► transition to a circular economy,
  • ► pollution prevention and control,
  • ► protection and restoration of biodiversity and ecosystems, and
  • ► in relation to the new activities that have been added to the environmental objectives of climate change mitigation and climate change adaptation.

The assessment of the EU Taxonomy alignment of such activities is mandatory from the 2024 reporting year onwards.

Reporting pursuant to the requirements of the EU Taxonomy is conducted in accordance with the mandatory disclosures required by the EU Taxonomy Regulation (EU) 2020/ 852 of June 18, 2020, and the supplementary delegated acts.

In the 2024 reporting year, the sale of 70% of the rehabilitation business of the Fresenius Vamed business segment and the planned sale of the Vamed activities in Austria have a bearing on EU Taxonomy reporting. In accordance with the FAQ (Commission Notice C/ 2023/ 305) published in the Official Journal of the European Union on October 20, 2023, the revenue that is attributable to the shares in Fresenius Vamed that have been or are to be sold is not included in the revenue KPIs, as revenue from discontinued operations must be presented separately from continuing operations (IFRS 5.33) as required by IAS 1.82(a). From the FAQ and its reference to IFRS 5.33, it can be inferred that OpEx that is attributable to the shares in Fresenius Vamed that have been or are to be sold also does not form part of the OpEx KPIs, as OpEx from discontinued operations must also be presented separately. In contrast, the CapEx that is attributable to the shares in Fresenius

Vamed that have been or are to be sold form part of the CapEx KPIs for the period from January 1, 2024 to March 31, 2024. As a consequence, CapEx is presented in accordance with the financial figures. For further information, please refer to the Notes on pages 312 ff.

We have again compared the descriptions of economic activities with our products and services, capital expenditure, and expenses. We refer to Annex I (Climate change mitigation) and Annex II (Climate change adaptation) of the Climate Delegated Act as well as Annex I (Sustainable use and protection of water and marine resources), Annex II (Transition to a circular economy), Annex III (Pollution prevention and control), and Annex IV (Protection and restoration of biodiversity and ecosystems) of the Environmental Delegated Act.

For this purpose, further information was discussed, collected, and consolidated in a multi-stage process. Such information related to revenue as well as the CapEx realized and OpEx incurred during the reporting year at the level of the business segments and their divisions. Determining the EU Taxonomy KPIs to be reported upon is based on our financial reporting system in order to ensure a complete and unambiguous reconciliation to the corresponding items in the annual financial statements and to avoid double counting.

Sustainability Statement

This process has shown that our main economic activities relate to the environmental objectives of climate change mitigation and pollution prevention. Analysis has confirmed that none of the activities are considered an eligible activity under climate change adaptation, as only specific CapEx for what are known as adapted activities is relevant. We did not realize any CapEx in the reporting period that meets this definition. CapEx to combat climate change is described on page 190 of this report. For the aforementioned reasons, the activities are also not treated as eligible as part of climate change adaptation, as no such specific CapEx was implemented. Our revenue primarily relates to health preservation and improving the quality of life of critically and chronically ill people.

As in the 2023 fiscal year, parts of Fresenius Kabi's core business are covered by the EU Taxonomy through the environmental objectives deriving from the Environmental Delegated Act, although the Taxonomy-eligible revenue activities allocable to the shares of the Fresenius Vamed business segment that have been or are to be sold are no longer included in the revenue KPI.

However, as a global healthcare Group with pharmaceutical products and services for dialysis, hospital, and outpatient care, some of our core business activities are still not covered by the environmental objectives, as noted above.

RELEVANT ECONOMIC ACTIVITIES

Eco
mic
tiv
ity
no
ac		 Env
iron
tal
obje
ctiv
men
e		 Del
ted
Act
ega
1.1
M
ufa
of
ive
har
tica
l in
die
ctu
act
nts
an
re
p
ma
ceu
gre		 Po
llut
ion
nti
and
ol
ntr
pr
eve
on
co		 Env
iro
ent
nm
ufa
of
dic
ina
1.2
M
l pr
od
ctu
uct
an
re
me
s		 ion
nti
Po
llut
and
ol
ntr
pr
eve
on
co		 iro
Env
ent
nm
1.2
M
ufa
of
ele
ica
l an
d e
lec
nic
uip
ctu
ctr
tro
nt
an
re
eq
me		 Tra
nsi
tio
ci
lar
n t
o a
rcu
eco
no
my		 Env
iro
ent
nm
3.1
Ne
ctio
tru
w c
ons
n		 Tra
nsi
tio
ci
lar
n t
o a
rcu
eco
no
my		 Env
iro
ent
nm
3.2
Re
ati
of
exi
stin
bu
ildi
nov
on
g
ngs		 Tra
nsi
tio
ci
lar
n t
o a
rcu
eco
no
my		 Env
iro
ent
nm
7.1
Ne
ctio
tru
w c
ons
n		 Cli
cha
itig
ati
te
ma
nge
m
on		 Cli
te
ma
7.2
Re
ati
of
exi
stin
bu
ildi
nov
on
g
ngs		 Cli
cha
itig
ati
te
ma
nge
m
on		 Cli
te
ma
7.7
Ac
isit
ion
d o
hip
of
bu
ild
ing
qu
an
wn
ers
s		 Cli
cha
itig
ati
te
ma
nge
m
on		 Cli
te
ma

►

Our EU Taxonomy-eligible investments cover assets and processes that are directly related to EU Taxonomy-eligible revenue activities as well as the purchase of products from EU Taxonomy-eligible activities such as existing and new building infrastructure. For our OpEx, EU Taxonomy-eligible shares solely relate to assets and processes associated with EU Taxonomy-eligible revenue activities at Fresenius Kabi (especially research and development (R&D) expenses).

In addition, we have reassessed our EU Taxonomy-eligible economic activities for the environmental objective of climate change mitigation and, for the first time, for the environmental objectives of pollution prevention and transition to a circular economy for their compliance with the alignment criteria. These derive from, or are composed of, technical screening criteria for a significant contribution to one of the environmental objectives and the avoidance of significant negative impacts on the achievement of the other environmental objectives, as well as from the minimum social standards. For this purpose, current construction projects as well as products and services of the business segments were analyzed with the relevant in-house technical experts to determine the applicability and level of compliance with the EU Taxonomy requirements.

Substantial contribution criteria for building activities under the environmental objective of climate change mitigation focus on energy efficiency. Some of these criteria exceed current legal requirements considerably and are also not adjusted to reflect the healthcare sector and the operational requirements for hospitals and healthcare facilities. This leads to the following challenges for the Group:

Compliance with EU Taxonomy criteria stands in partial contradiction to adherence with the hygiene and quality standards applicable to Fresenius. However, these have higher legal priority for the operational licensing of healthcare facilities. At present, even the most energy-efficient hospitals and healthcare facilities do not meet the criteria of substantial contribution and Do No Significant Harm (DNSH), e.g., primary energy demand lower than that of nearly zero-energy buildings, thresholds for water flow rates of water appliances. Our analyses in the reporting years 2022, 2023,

Sustainability Statement

and 2024 showed that the substantial contribution and DNSH criteria cannot yet be implemented or substantiated at the current time in the economic activities applicable to us, namely the renovation and purchase of buildings.

► The criteria for significant contribution to the manufacture of electrical and electronic equipment as part of the environmental objective of a circular economy focus on long-term value retention and waste reduction in relation to products. By contrast, within the criteria, the environmental objective of pollution prevention focuses on preventing the release of hazardous substances. Due to sector-specific circumstances, for example, the alignment criteria for both environmental objectives cannot yet be met.

In the future, we will continue to review and implement the EU Taxonomy alignment criteria in our construction projects and products, where feasible. However, all requirements for retaining operational licensing and for the manufacture of medical and pharmaceutical products are binding on an overriding basis, in accordance with the applicable legislation. EU Taxonomy alignment for the new economic activities of the Environmental Delegated Act must be initially reported for the fiscal year 2024.

Compliance with the minimum safeguards is assessed for all activities applying a Group-wide approach. The criteria for minimum safeguards are applied on the basis of the Final Report on Minimum Safeguards of the Platform on Sustainable Finance of October 2022. Human and labor rights, bribery and corruption, fair competition, and taxation are key topics in this context. Information about these topics can be found in the Sustainability Report and in the Notes on pages 210 ff. and 241 ff., 286 ff., and 319 f.

The detailed tables in accordance with the EU Taxonomy Regulation can be found from page 182 onwards.

Total revenue in fiscal year 2024 forms the denominator of the revenue indicators for Taxonomy eligibility and Taxonomy alignment, and can be taken from the consolidated income statement prepared in accordance with IAS 1. The EU Taxonomy-eligible revenue in 2024 (25.2%) relates to external revenue generated by Fresenius Kabi with the manufacture of medicinal products, manufacture of active pharmaceutical ingredients, and medical electronic equipment and by Fresenius Vamed in the project business with healthcare facilities (according to IFRS 15).

EU TAXONOMY KPIS 20241

in
%		 Tax
ono
my-
alig
ned		 Tax
elig
ible
ono
my-
but
alig
ned
not		 Tax
my non
ono
-eli
gib
le
Rev
en
ue		 - 25
.2		 74
.8
CC
M
7.1
/C
E 3
.1
Ne
ctio
tru
w c
ons
n		 0.8
CC
M
7.2
/C
E 3
.2
Re
ati
of
exi
stin
bu
ild
ing
nov
on
g
s		 0.0
C 1
nuf
of
tive
tica
l in
die
tive
PP
.1
Ma
har
(A
PI)
bst
act
nts
ure
ac
p
ma
ceu
gre
or
ac
su
anc
es		 0.6
PP
C 1
.2
Ma
nuf
of
ed
icin
al p
rod
act
uct
ure
m
s		 23
.1
CE
fac
f e
tric
ic e
ipm
1.
2 M
lec
al a
nd
ele
tur
ctr
ent
anu
e o
on
qu		 0.7
Ca
Ex
p		 - 52
.3		 47
.7
CC
M
7.2
/C
E 3
.2
Re
ati
of
exi
stin
bu
ild
ing
nov
on
g
s		 9.1
CC
M
7.7
Ac
isit
ion
d o
hip
of
bu
ild
ing
qu
an
wn
ers
s		 25
.0
PP
C 1
.1
Ma
nuf
of
tive
har
tica
l in
die
(A
PI)
tive
bst
act
nts
ure
ac
p
ma
ceu
gre
or
ac
su
anc
es		 0.7
C 1
nuf
of
icin
PP
.2
Ma
ed
al p
rod
act
uct
ure
m
s		 11.
8
CE
1.
2 M
fac
f e
lec
tric
al a
nd
ele
ic e
ipm
tur
ctr
ent
anu
e o
on
qu		 5.7
Op
Ex		 - 50
.2		 49
.8
PP
C 1
.1
Ma
nuf
of
tive
har
tica
l in
die
(A
PI)
tive
bst
act
nts
ure
ac
p
ma
ceu
gre
or
ac
su
anc
es		 3.0
PP
C 1
.2
Ma
nuf
of
ed
icin
al p
rod
act
uct
ure
m
s		 41
.8
CE
2 M
fac
f e
lec
tric
al a
nd
ele
ic e
ipm
1.
tur
ctr
ent
anu
e o
on
qu		 5.4

Sustainability Statement

TAXONOMY ELIGIBILITY

202
4,
€ in
mi
llio
ns		 of
In %
l sa
les
tota
To
tal
rev
en
ue		 21,
833		 100
.0
EU
Ta
-el
ig
ible
tiv
itie
xo
no
my
ac
s		 5,
504		 25
.2
Ma
nuf
of
tive
har
tica
l
act
ure
ac
p
ma
ceu
ing
ien
ctiv
red
ts (
AP
I) o
ubs
tan
r a
e s
ces		 129 0.6
Ma
nuf
of
ed
icin
al p
rod
act
uct
ure
m
s		 5,
049		 23
.1
Ma
nuf
of
el
ric
al
act
ect
ure
and
el
ic e
ipm
ect
ent
ron
qu		 151 0.7
Ne
ctio
tru
w c
ons
n		 171 0.8
Re
ati
of
exi
stin
bu
ild
ing
nov
on
g
s		 4 0.0

For the reporting year 2024, no further EU Taxonomy-eligible economic activities are relevant for Fresenius. The EU Taxonomy-eligible economic activities of Annexes II and III of the Environmental Delegated Act do not currently meet the substantial contribution criteria and are consequently not EU Taxonomy-aligned. The aforementioned EU Taxonomy-eligible economic activities of the Environmental Delegated Act were assessed for alignment for the first time in fiscal year 2024.

The amounts used to calculate the CapEx KPI (denominator) are based on the capital expenditures reported in the consolidated financial statements deriving from additions in the fiscal year to property, plant, and equipment (IAS 16) and intangible assets (IAS 38) excluding goodwill. The EU Taxonomy KPI also takes right-of-use assets (IFRS 16) into consideration. That also includes additions from business combinations. This information can be found in the Notes on pages 346, 348, and 368.

For the identification of the EU Taxonomy-eligible share (numerator), the business segments' CapEx-related projects were examined in greater detail on the basis of this definition. This was performed by allocating the valuebased components to the relevant economic activities. In accordance with the CapEx definitions of the EU Taxonomy Regulation, we determined production-related CapEx directly allocable to an EU Taxonomy-eligible revenue activity as well as CapEx associated with the purchase of products and services deriving from an EU Taxonomy-eligible economic activity. Production-related EU Taxonomy-eligible CapEx relates in particular to the manufacture of medicinal products (1.2 Pollution prevention and control) and active pharmaceutical ingredients (1.1 Pollution prevention and control) as well as electrical and electronic equipment (1.2 Transition to a circular economy). CapEx associated with the purchase of products and services from an EU Taxonomy-eligible economic activity mainly relates to the renovation of buildings (7.2 Climate change mitigation/ 3.2 Transition to a circular economy), the construction of new buildings, and, in the case of leasing projects, the purchase of buildings (7.7 Climate change mitigation).

The EU Taxonomy-eligible CapEx share in 2024 (52.3%) mainly relates to investments realized by all business segments in the new construction and renovation of buildings, such as clinics and production facilities, and investments in connection with the sales activity relating to the manufacture of medicinal products. The respective share in 2023 amounted to 63.4%. The decline in the reporting year is mainly due to lower investments in the construction and renovation of buildings.

Of the total amount of €542 million in 2024, €122 million are attributable to the economic activity relating to the manufacture of medicinal products (1.2 Pollution prevention and control), €8 million are attributable to the manufacture of active pharmaceutical ingredients (1.1 Pollution prevention and control), and €60 million are attributable to the manufacture of electrical and electronic equipment (1.2 Transition to a circular economy). For CapEx associated with the purchase of products and services from an EU Taxonomy-eligible economic activity, €94 million relate to the renovation of buildings (7.2 Climate change mitigation), and consist entirely of additions to buildings and additions to assets under construction. Furthermore, €259 million relate to the construction and acquisition of buildings (7.7 Climate change mitigation) and also consist of additions to buildings and additions to assets under construction in the amount of €142 million, and additionally of right-of-use assets (IFRS 16) in the amount of €117 million. Of the total EU Taxonomy-eligible CapEx share, €0 million derive from business combinations. For the reporting year 2024, no further EU Taxonomy-eligible economic activities are relevant for Fresenius. The EU Taxonomy-eligible economic activities of Annex I to the Climate Delegated Act do not currently meet the alignment criteria and are consequently not EU Taxonomy-aligned. The economic activities of the Environmental Delegated Act are also not yet Taxonomyaligned.

Sustainability Statement

The amounts used to calculate the OpEx KPI (denominator) are based on the direct costs for R&D as reported in the consolidated financial statements (Notes page 339) and the costs for short-term leases (Notes page 368). In addition, for all business segments, the costs of maintenance and repair including repair materials were retrieved from the local management reporting systems.

For the calculation of EU Taxonomy-eligible shares (numerators), the aforementioned line items were matched with the descriptions of the economic activities. After analyzing the OpEx definitions of the EU Taxonomy Regulation, we determined that the portion of operating expenses that relate to assets and processes that are associated with EU Taxonomy-eligible revenue, as well as the portion of operating expenses that relate to the purchase of products

and services that derive from an EU Taxonomy-eligible economic activity, are applicable. As part of the analysis, we determined that material EU Taxonomy-eligible OpEx components, especially non-capitalized R&D costs as well as costs of short-term leases and costs of maintenance and repair, are directly attributable to EU Taxonomy-eligible revenue. By contrast, the main expenditures for the maintenance of our building infrastructure are capitalized, and are consequently reflected in the EU Taxonomy-eligible CapEx share.

Of the total OpEx amount of €622 million in 2024, €518 million are attributable to the economic activity relating to the manufacture of medicinal products (1.2 Pollution prevention and control), while €37 million are associated with the manufacture of active pharmaceutical ingredients (1.1 Pollution prevention and control) and €67 million with the

manufacture of electrical and electronic equipment (1.2 Transition to a circular economy). The aforementioned EU Taxonomy-eligible economic activities of the Environmental Delegated Act do not yet meet the Taxonomy alignment criteria.

Fresenius Kabi and Fresenius Helios operate gas turbines as well as combined heat and power plants in order to generate electricity, heat, and steam from fossil fuels for their own use. Fresenius' activities in the area of the operation of combined heat, cooling and power generation facilities using fossil gaseous fuels are not material. Fresenius does not conduct any further nuclear- and fossil gas related activities.

Sustainability Statement

Proportion of turnover from products or services associated with Taxonomy-aligned economic activities -- disclosure covering year 2024

Sub
tial
ntri
ion
crit
eria
stan
but
co		 SH
crit
eria
o si
gni
fica
DN
("D
nt h
")
o n
arm
ECO
NO
MIC
AC
TIV
ITIE
S		 es
od
C		 er
ov
rn
tu
e
ut
ol
bs
A		 f
o
on
er
rti
ov
po
rn
o
Pr
tu		 )
M
e
C
g
an
C
(
ch
on
e
ti
at
ga
im
ti
mi
Cl
Y; N
;		 A)
e
C
g
C
an
(
ch
on
e
ti
ta
at
ap
im
ad
Cl
Y; N
;		 R)
T
W
(
er
at
W
Y; N
;		 C)
P
(P
n
io
ut
oll
P
Y; N
;		 E)
(C
y
m
no
co
e
ar
ul
rc
Ci
Y; N
;		 )
IO
(B
y
t
si
er
iv
od
Bi
J; N
;		 )
M
e
C
g
an
C
(
ch
on
e
ti
at
ga
im
ti
mi
Cl		 A)
e
C
g
C
an
(
ch
on
e
ti
ta
at
ap
im
ad
Cl		 R)
T
W
(
er
at
W		 C)
P
(P
n
io
ut
oll
P		 E)
(C
y
m
no
co
e
ar
ul
rc
Ci		 )
IO
(B
y
t
si
er
iv
od
Bi		 s
rd
ua
g
e
af
s
m
u
m
ini
M		 f
or
o
)
on
.1.
rti
(A
po
d
23
o
ne
0
pr
2
g
)
ali
ar
.2.
ye
y-
(A
m
er
e
o
ov
on
bl
gi
rn
ax
eli
tu
T		 y
t
vi
ti
ac
g
y
or
lin
g
ab
e
at
en
C		 y
t
vi
cti
a
al
on
y
or
ti
g
si
e
an
at
tr
C
€ in
mi
o.		 in % N/E
L		 N/E
L		 N/E
L		 N/E
L		 N/E
L		 N/E
L		 Y; N Y; N Y; N Y; N Y; N Y; N Y; N % E T
A.
TAX
ON
OM
Y-E
LIG
IBL
E
ACT
IVIT
IES
. E
nvi
lly s
ina
ble
A.1
nta
usta
ron
me
ivit
ies
(Ta
lign
ed)
act
xon
om
y-a
Tur
f en
viro
ally
ent
nov
er o
nm
tain
tivi
ties
abl
sus
e ac
(Ta
lign
ed)
xon
om
y-a		 - - - - - -
Of w
hich
abli
en
ng		 - - - - - - E
Of w
hich
nsit
iona
l
tra		 - - - - T
A.2
. T
ligi
ble
but
t
axo
nom
y-e
no
iron
lly s
ina
ble
nta
usta
env
me
ivit
ies
lign
(no
t Ta
ed
act
xon
om
y-a
ivit
ies)
act
EL;
N
/
EL		 EL;
N
/
EL		 EL;
N
/
EL		 EL;
N
/
EL		 EL;
N
/
EL		 EL;
N
/
EL
New
ucti
nstr
co
on		 CCM
7.1
/
CE
3.1		 171 0.8 EL N
/
EL		 N
/
EL		 N
/
EL		 EL N
/
EL		 1.8
Ren
tion
of
exis
ting
ova
bui
ldin
gs		 CCM
7.2
/
CE
3.2		 4 0.0 EL N
/
EL		 N
/
EL		 N
/
EL		 EL N
/
EL		 0.0
Ma
nuf
f ac
tive
actu
re o
pha
tica
l ing
red
ient
rma
ceu
s
(AP
I) o
tive
sub
stan
r ac
ces		 PPC
1.1		 129 0.6 N
/
EL		 N
/
EL		 N
/
EL		 EL N
/
EL		 N
/
EL		 0.7
Ma
nuf
f m
edic
inal
actu
re o
duc
ts
pro
Ma
nuf
f ele
ctri
cal
and
actu
re o		 PPC
1.2		 5,04
9		 23.
1		 N
/
EL		 N
/
EL		 N
/
EL		 EL N
/
EL		 N
/
EL		 22.
8
elec
ic e
qui
tron
nt
pme		 CE
1.2		 151 0.7 N
/
EL		 N
/
EL		 N
/
EL		 N
/
EL		 EL N
/
EL		 0.8
ligi
Tur
f Ta
ble
nov
er o
xon
om
y-e
viro
but
ally
t en
ent
no
nm
tain
abl
tivi
ties
(no
t
sus
e ac
Tax
alig
ned
ivit
ies)
act
ono
my-		 5,5
04		 25.2 26.
1
ligi
A.
Tur
f Ta
ble
nov
er o
xon
om
y-e
ivit
ies
act		 5,5
04		 25.2 26.
1
ON
OM
ON
IGIB
B.
TAX
Y-N
-EL
LE
ACT
IVIT
IES
Tur
f
nov
er o
Tax
-eli
gib
le a
ctiv
ities
ono
my-
non
TOT		 16,3
29		 74.8 73.9
AL
(A +
B)		 21,
833		 100
.0		 100
.0

Y: Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective; N: No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective;

N/EL: Taxonomy-non-eligible activity for the relevant environmental objective; EL: Taxonomy-eligible activity for the relevant objective;

E: Enabling activity; T: Transitional activity

Sustainability Statement

Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities -- disclosure covering year 2024

Sub
tial
ntri
but
ion
crit
eria
DN
SH
crit
eria
("D
o si
gni
fica
nt h
")
stan
co
o n
arm
ECO
NO
MIC
AC
TIV
ITIE
S		 es
od
C		 x
E
ap
C
e
ut
ol
bs
A		 f
o
on
rti
x
po
E
ap
o
Pr
C		 )
M
e
C
g
C
an
(
ch
on
e
ti
at
ga
im
ti
mi
Cl
Y; N
;		 A)
e
C
g
C
an
(
ch
on
e
ti
at
ta
ap
im
ad
Cl
Y; N
;		 R)
T
W
(
er
at
W
Y; N
;		 C)
P
(P
n
io
ut
oll
P
Y; N
;		 E)
(C
y
m
no
co
e
ar
ul
rc
Ci
Y; N
;		 )
IO
(B
y
t
si
er
iv
od
Bi
J; N
;		 )
M
e
C
g
C
an
(
ch
on
e
ti
at
ga
im
ti
mi
Cl		 A)
e
C
g
C
an
(
ch
on
e
ti
at
ta
ap
im
ad
Cl		 R)
T
W
(
er
at
W		 C)
P
(P
n
io
ut
oll
P		 E)
(C
y
m
no
co
e
ar
ul
rc
Ci		 )
IO
(B
y
t
si
er
iv
od
Bi		 s
rd
ua
g
e
af
s
m
u
m
ini
M		 f
or
o
)
on
.1.
rti
(A
po
d
o
ne
3
pr
02
g
)
ali
2
.2.
ar
y-
(A
ye
m
e
o
x
on
bl
E
gi
ap
ax
eli
T
C		 y
t
vi
ti
ac
g
y
or
lin
g
ab
e
at
en
C		 y
t
vi
cti
a
al
on
y
or
ti
g
si
e
an
at
tr
C
A. TAX
ON
OM
Y-E
LIG
IBL
E		 € in
mi
o.		 in % N/E
L		 N/E
L		 N/E
L		 N/E
L		 N/E
L		 N/E
L		 Y; N Y; N Y; N Y; N Y; N Y; N Y; N % E T
ACT
IVIT
IES
A.1 . E
nvi
lly s
ina
ble
nta
usta
ron
me
ivit
ies
lign
(Ta
ed)
act
xon
om
y-a
Cap
of e
nvi
Ex
lly
nta
ron
me
tain
abl
tivi
ties
sus
e ac
(Ta
lign
ed)
xon
om
y-a		 - - - - - -
Of w
hich
abli
en
ng		 - - - - - - E
Of w
hich
nsit
iona
l
tra		 - - - - T
A.2 ligi
. T
ble
but
t
axo
nom
y-e
no
iron
ina
nta
lly s
usta
ble
env
me
ivit
ies
(no
t Ta
lign
ed
act
xon
om
y-a
ivit
ies)
act
EL;
N
/
EL		 EL;
N
/
EL		 EL;
N
/
EL		 EL;
N
/
EL		 EL;
N
/
EL		 EL;
N
/
EL
Ren
tion
of
exis
ting
ova
bui
ldin
gs		 CCM
7.2
/
CE
3.2		 94 9.1 13.7
Acq
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tion
d ow
ship
of
an
ner
bui
ldin
gs		 CCM
7.7		 259 25.
0		 29.
8
Ma
nuf
f ac
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actu
re o
pha
tica
l ing
red
ient
rma
ceu
s
(AP
I) o
tive
sub
stan
r ac
ces		 PPC
1.1		 8 0.7 N
/
EL		 N
/
EL		 N
/
EL		 EL N
/
EL		 N
/
EL		 0.4
Ma
nuf
f m
edic
inal
actu
re o
duc
ts
pro
Ma
nuf
f ele
ctri
cal
actu
re o
and
ele
nic
ctro
ent		 PPC
1.2
CE
1.2		 122
60		 11.8
5.7		 N
/
EL
N
/
EL		 N
/
EL
N
/
EL		 N
/
EL
N
/
EL		 EL
N
/
EL		 N
/
EL
EL		 N
/
EL
N
/
EL		 14.7
4.8
ipm
equ
Cap
Ex
of T
ligi
ble
but
axo
nom
y-e
viro
ally
tain
abl
not
ent
en
nm
sus
e
ivit
ies
(no
t Ta
lign
ed
act
xon
om
y-a
ivit
ies)
act		 542 52.3 63.4
A. Cap
Ex
of T
ligi
ble
axo
nom
y-e
ivit
ies
act		 542 52.3 63.4
B. TAX
ON
OM
Y-N
ON
-EL
IGIB
LE
ACT
IVIT
IES
Cap
Ex o
f Ta
ligi
ble
xon
omy
-no
n-e
acti
vitie
s		 494 47.
7		 36.
6
TOT AL
(A +
B)		 1,03
6		 100
.0		 100
.0

Due to the deconsolidation of Fresenius Medical Care during the reporting year 2023, these comparative figures present the EU Taxonomy-eligible proportion of CapEx in the financial year 2023 excluding the CapEx of Fresenius Medical Care.

CE: Transition to a circular economy, CCM: Climate change mitigation, PPC: Pollution prevention and control

Y: Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective; N: No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective;

N/EL: Taxonomy-non-eligible activity for the relevant environmental objective; EL: Taxonomy-eligible activity for the relevant objective;

E: Enabling activity; T: Transitional activity

Sustainability Statement

Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities -- disclosure covering year 2024

Sub
tial
ntri
but
ion
crit
eria
stan
co		 DN
SH
crit
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("D
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A. T
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tra		 - - - T
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. T
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but
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iron
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(no
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N
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EL		 EL;
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EL		 EL;
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Ma
nuf
f ac
tive
actu
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tica
l ing
ient
pha
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s
(AP
I) o
tive
sub
stan
r ac
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1.1		 37 3.0 N
/
EL		 N
/
EL		 N
/
EL		 EL N
/
EL		 N
/
EL		 2.3
Ma
nuf
f m
edic
inal
actu
re o
duc
ts
pro		 PPC
1.2		 518 41.
8		 N
/
EL		 N
/
EL		 N
/
EL		 EL N
/
EL		 N
/
EL		 45.
8
nuf
f ele
ctri
Ma
cal
actu
re o
and
ele
nic
ipm
ctro
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equ		 CE
1.2		 67 5.4 N
/
EL		 N
/
EL		 N
/
EL		 N
/
EL		 EL N
/
EL		 4.2
OpE
f Ta
ligi
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but
x o
xon
om
y-e
viro
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abl
not
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en
nm
sus
e
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lign
(no
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act
xon
om
y-a
ivit
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act		 622 50.
2		 52.
2
A.
OpE
f Ta
ligi
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x o
xon
om
y-e
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act		 622 50.
2		 52.
2
B.
TAX
ON
OM
Y-N
ON
-EL
IGIB
LE
ACT
IVIT
IES
OpE
x of
Ta
ligi
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xon
omy
-no
n-e
acti
vitie
s		 616 49.
8		 47.
8
TOT
AL
(A +
B)		 1,23
8		 100
.0		 100
.0

CE: Transition to a circular economy, CCM: Climate change mitigation, PPC: Pollution prevention and control

Y: Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective; N: No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective;

N/EL: Taxonomy-non-eligible activity for the relevant environmental objective; EL: Taxonomy-eligible activity for the relevant objective;

E: Enabling activity; T: Transitional activity

Sustainability Statement

PROPORTION OF TURNOVER / TOTAL TURNOVER

in
%		 alig
jec-
Tax
ned
r ob
ono
my-
pe
tive		 elig
ible
jec-
Tax
r ob
ono
my-
pe
tive
CC
M		 - 0.8
CC
A		 - -
WT
R		 - -
CE - 0.7
C
PP		 - 23
.7
BIO - -

ANNEX XII

Standard templates for the disclosure referred to in Article 8(6) and (7)

The information referred to in Article 8(6) and (7) shall be presented as follows, for each applicable key performance indicator (KPI).

TEMPLATE 1 NUCLEAR AND FOSSIL GAS RELATED ACTIVITIES

PROPORTION OF CAPEX / TOTAL CAPEX

in
%		 Tax
alig
ned
r ob
jec-
ono
my-
pe
tive		 Tax
elig
ible
r ob
jec-
ono
my-
pe
tive
CC
M		 - 34
.1
CC
A		 - -
WT
R		 - -
CE - 5.7
PP
C		 - 12.
5
BIO - -

PROPORTION OF OPEX / TOTAL OPEX

in
%		 alig
jec-
Tax
ned
r ob
ono
my-
pe
tive		 elig
ible
jec-
Tax
r ob
ono
my-
pe
tive
CC
M		 - -
CC
A		 - -
WT
R		 - -
CE - 5.4
PP
C		 - .8
44
BIO - -
Row Nu
cle
late
d a
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ish
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Sustainability Statement

ESRS E1 CLIMATE CHANGE

[E1] Climate change

[E1 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

Climate change has direct impacts on Fresenius: In our facilities, we have been preparing for rising temperatures and the increase in severe weather events for several years. Our aim is to provide the best possible protection for patients' and employees' health. Flooding, heavy rainfall, and high temperatures can interrupt our and our suppliers' activities and production in the short-, medium-, and longterm. In order to ensure continual production and steady healthcare provision in our facilities, we must adopt measures in our own business and along the value chain. In doing so, we want to take advantage of the resulting shortand medium-term opportunities, ensure business continuity, expand business opportunities and achieve competitive advantages.

The negative consequences of climate change are not only felt in our direct operations. Extreme weather events also affect our employees and patients' living conditions. Heat waves, for example, put a strain on older and ill people and can increase their mortality rate. The increasing concentration of air pollution promotes respiratory diseases, and climate change can cause insect-borne diseases to spread to new regions. By providing corresponding medical care and research, we make an actual positive contribution to adapting to climate change and the necessary prevention and treatment of climate-related illnesses.

Our production processes and the operation of healthcare facilities require energy -- particularly for sterilization and cooling processes. The current consumption of fossil fuels and its associated greenhouse gas (GHG) emissions have an actual negative impact on the environment, both in our upstream and downstream value chain and in our own business operations. Our energy consumption also results in medium-term financial risks. The time required to upgrade our processes could also result in competitive disadvantages. There could be rising operating costs if, e.g., we have to purchase green electricity certificates and make high investments in new technologies. In addition, possible increased CO2 taxes could become a financial risk, if we are unable to reduce our emissions.

Simultaneously, the production of energy-efficient products and services can lead to medium-term opportunities and market advantages, both for our own business and in the upstream and downstream value chain, since our stakeholders expect new products and services to contribute to reducing climate-related impacts. If we continue to improve our sustainability performance, our attractiveness as an employer can also increase in the medium term. This is because a growing number of employees consider the sustainability of a company as an important criterion when choosing a job.

Through the use as well as self-generation of renewable energy, the electrification of fossil energy sources and measures to increase efficiency, we can reduce our GHG emissions. For several years now, we have been carrying out activities in this area. Those measures also have an impact on our Scope 3 emissions in the value chain. In the medium to long term, this will lead to fewer GHG emissions and an actual positive impact on climate protection. In this way, we are positively contributing to climate change mitigation, which brings new business opportunities, since energy efficiency measures can also save costs in the medium term.

Fundamental information about the Group | Economic report | Overall assessment of the business situation | Outlook | Opportunities and risk report

Sustainability Statement

[E1-1] Transition plan for climate change mitigation As a healthcare Group, we play an important role for society in terms of climate change adaptation. With that in mind, Fresenius aims to achieve net zero by 2050. This means we are reducing our Scope 1 to 3 emissions as far as possible. For the remaining unavoidable emissions, we are continuously evaluating possible measures, such as the compensation for the permanent removal of CO2. At the same time, our direct levers are limited, since adjustments to our business model must always ensure the healthcare of our patients. As a result, we are focusing on decarbonization through the usage of renewable energies, energy efficiency measures and changes of technology in the production at Fresenius Kabi. In addition to adapting new technologies, we are cooperating closely with partners in our value chain to leverage the decarbonization progress across industries and sectors, for example resources with a lower carbon footprint or low-emission logistics.

The climate protection target set by Fresenius (see this topical standard, section E1-4/E1-7 Our goals and ambitions starting on page 192) is in line with the scientific goal of the Paris Agreement to limit global warming to 1.5°C. We identify emission-intensive activities and derive reduction measures from them. For example, we are introducing new technologies with lower environmental impacts, which can improve the energy efficiency of our processes and

lead to lower GHG emissions. The focus is on the production sites that have the highest contribution to our carbon footprint due to their emissions. This enables us to prioritize measures and corresponding budgets that promote a timely reduction in emissions. In addition, we are working on improving our supplier management and have carried out an initial hot-spot analysis to identify the upstream suppliers and product groups with the highest CO2 intensity.

For the implementation of our transition plan, we have also identified five central decarbonization levers that we are focusing on:

  • ►Expansion of renewable energies: An important lever in the transition to business operations with net zero emissions by 2050 is the reduction of Group-wide electricity emissions. We will therefore gradually increase the purchase of electricity from renewable energy sources, electrify processes or replace them with climate-neutral alternatives.
  • ►Increasing energy efficiency: To increase energy efficiency in buildings and processes, we measure the performance of relevant energy consumers and compare them with more energy-efficient systems. On this basis, optimizations, renovations or conversions shall take place.
  • ► Fuel, technology and process change: To reduce our emissions, we plan to change processes, replace energy sources with renewable alternatives such as biofuels, or convert the technology for example to heat pumps and hydrogen.
  • ► Electrification of the vehicle fleet: We want to reduce our emissions by replacing inefficient and high-carbon

vehicles with electric alternatives and expand the necessary charging infrastructure.

► CO2 capture and storage (carbon capture and storage): We want to offset emissions that we cannot avoid using the levers described above. To this end, we are continuously evaluating which technologies are suitable for carbon capture and storage.

Measures implemented and planned in the reporting year as well as related GHG emissions reduction and financial resources can be found in this topical standard, section E1- 3 Our actions starting on page 190.

We have evaluated our most important assets and products and the associated locked-in GHG emissions. There are locked-in greenhouse gas emissions in our assets and products, but they can be reduced. By continuously reducing the emissions through targeted measures at our sites and buildings, the carbon footprint of our products is also reduced. We have taken them into account in the planned path to achieving the climate target. A significant change in the future emissions to be reduced is not to be expected from the potential locked-in GHG emissions. The effects of growth and acquisitions on our emissions are also taken into account in the target achievement. The emissions of our assets are partly associated with transitional risks: due to future regulation such as CO2 pricing, such emissions can have a financial impact. However, it is not currently foreseeable that this would jeopardize the achievement of our climate targets.

| Annual Report 2024 Fresenius

Sustainability Statement

Transition risks are taken into account as part of the annual risk assessment. If this results in necessary countermeasures, these will be implemented accordingly and explained in future reporting.

Still, external circumstances can affect timely achievement of the emissions reduction target. New technologies such as industrial electricity storage or batteries for renewable energies are available to some extent, but they are not yet always scalable or may be associated with high costs. In addition, rare earth elements are increasingly being used in new technologies, and may be limited in availability. Furthermore, there is a possibility that increasing electrification and demand for green energy will negatively impact availability and existing infrastructure. Insufficient expansion could therefore slow down progress towards the emission reduction targets. Overall, global developments such as economic crises, natural disasters, pandemics, international tensions, and regulatory uncertainty could delay or prevent the achievement of targets. To counteract this, we try to adapt our measures to the respective situation at an early stage if necessary, thus adhering to our planned reduction paths.

We report on our targets and plans (CapEx, CapEx plans, OpEx) for aligning our economic activities with the criteria set out in the Commission Delegated Regulation (EU) 2021/ 2139 in the section Disclosures pursuant to Article 8 of Regulation (EU) 2020 / 852 (EU Taxonomy Regulation) starting on page 177.

We did not invest any significant amounts of CapEx in connection with economic activities related to the coal, oil or gas sectors.

Fresenius is not subject to any of the criteria set out in Article 12.1 in EU 2020/ 1818, which is why the Group is excluded from the EU reference values agreed in Paris.

The transition plan is integrated into our general business strategy as well as the overall financial planning. The responsible management committees approve the components of the transition plan, such as measures and projects, as part of the budget planning process. The climate target has been approved by the Management Board of Fresenius.

2020 is the base year of our climate target for 2030. Since then, we have reduced 27.2% of our Scope 1 and Scope 2 emissions, which is in line with our climate targets. In the reporting year, measures to expand the use of renewable energy and to increase energy efficiency particularly contributed to the long-term achievement of climate neutrality. For more information, please also refer in this topical standard to section E1-3 Our actions starting on page 190, to section E1-4/E1-7 Our goals and ambitions on page 192, as well as Metrics, E1-6 GHG emissions starting on page 195.

[E1-2] Policies related to climate change mitigation and adaptation

Our ambition in climate and environmental protection is to go beyond the legal requirements and to identify opportunities to minimize the impact on the climate and the environment. Our goal is to combine our environmental protection activities in order to manage our material impacts, risks, and opportunities in connection with climate change mitigation, climate change adaptation, and energy consumption across the Group. We have adopted significant structural measures to this end. We have implemented a Group-wide Environmental Policy, adding to measures to implement the previously mentioned decarbonization levers related to our transition plan. This provides the framework for our centralized environmental management. In this policy, we demonstrate our principles of sound environmental management practices, provide an overview of our priorities in environmental protection, and outline key elements of our approach. These are: climate protection, water, as well as resources and circular economy. The policy is intended to initiate and implement measures tailored to these topics and the defined impacts, risks, and opportunities. We also want to use this framework to motivate the business segments to actively participate in adaptation measures. The policy is intended to further anchor our ambitions for increasing energy efficiency and the use of renewable energies beyond what has already been achieved. The Environmental Policy is published on our corporate website www.fresenius.com.

Sustainability Statement

The Environmental Policy applies across the Group and must be adhered to by all business segments, the company's own workforce, and third parties who work at our locations. The policy also lays out our expectations for the upstream and downstream value chain. For example, we expect our business partners to support our environmental approach and to comply with the requirements stipulated in respectively relevant documents.

The Environmental Policy was reviewed and approved by the Fresenius Management Board. The Management Board member responsible for Legal, Compliance, Risk Management, Sustainability, Human Resources (Labour Relations Director), and Corporate Audit as well as the business segment Fresenius Vamed (subsequently Sustainability Board member) is responsible for steering strategic Group-wide guidelines on environmental protection. The management of the business segments are responsible for operational management and define the management approaches and regulate responsibility for environmental topics, for example, via a business allocation plan.

Beyond our Group-wide Environmental Policy, all locations are subject to respective local regulations and laws. In addition, internal guidelines on environmental protection are implemented, for example specific regulations on how employees should handle hazardous substances or waste.

Since the requirements in our business segments differ, environmental management is decentralized and organized according to the business model of the operating companies. They have set up additional local, regional, or global management systems accordingly. Management manuals and standard operating procedures provide the framework for the local environmental and energy management system. These can include detailed checklists for evaluating environmental protection measures and forms for assessing environmental risks.

The ISO 14001 standard provides a common basis for our environmental management systems; the ISO 50001 standard is used for our energy management. Our environmental commitment is reviewed by external partners and regulatory bodies and we are expanding the number of sites certified according to ISO 14001 and ISO 50001.

We verify the effectiveness of our management systems through internal and independent audits. The external certification audits are carried out, for example, according to a multi-site procedure. In this process, a representative sample of locations is audited annually. In 2024, the prescribed audits were carried out in our business segments. No systematic deviations were identified in the process.

Each business segment has functions that monitor and control the respective environmental impacts. They analyze environmentally relevant vulnerabilities, develop suitable standard procedures, and implement appropriate measures. They also support their certified local entities in effective, directed environmental goal setting, monitoring these goals as well as developing and implementing mandatory guidelines for all entities. Relevant environmental data, such as consumption, is reported regularly, for example quarterly, to the responsible central function for performance control. If significant deviations from previous performance occur, our specialists initiate an analysis that is evaluated, and corrective or preventive actions are implemented where necessary.

Sustainability Statement

[E1-3] Actions and resources in relation to climate change

policies

In the reporting year, the main focus in connection with the decarbonization levers described above was on energy saving and efficiency, as well as process changes, conversion to green electricity and the associated reduction of corresponding CO2 equivalents (CO2e) emissions. We implemented the measures described below in the reporting year, are currently implementing them or have planned to implement them and included them in our budget planning until 2027. The measures only include our own operations. In line with our Environmental Policy, the measures contribute to reducing our carbon footprint and help us achieve our Group climate targets. Further, the measures listed below did not require significant additional financial or human resources beyond the regular budget processes.

Further information about the reduction in our GHG emissions achieved and expected through our decarbonization levers and the financial resources allocated to our transition plan are shown in the table aside.

TRANSITION PLAN: GHG EMISSIONS AND FINANCIALS

1
hie
GH
G e
mis
sio
ion
Ac
ved
ed
s (2
024
)
uct
n r		 ig
it p
mis
sio
do
ub
le-d
of
ba
ent
erc
age
se
yea
r e
ns
lea
idd
le s
ing
le-d
ig
it p
at
st m
ent
erc
age
1
Ex
ted
GH
G e
mis
sio
ed
ion
s (2
025
--2
027
)
uct
pec
n r		 ed
the
ba
to
per
ye
ar
com
par
se
yea
r
Fin
ial
lloc
d t
siti
lan
(2
024
--2
027
) (C
Ex)
ate
o t
anc
res
ou
rce
s a
ran
on
p
ap		 mid
dle
do
ub
le-d
ig
it m
illio
nt
n e
uro
am
ou
Fin
ial
lloc
d t
siti
lan
(2
024
--2
027
) (O
Ex)
ate
o t
anc
res
ou
rce
s a
ran
on
p
p		 low
sin
le-d
ig
it m
illio
nt
g
n e
uro
am
ou
To
tal
of
t fi
cia
l re
lloc
d t
siti
lan
(2
024
)
nt
ate
o t
am
ou
cur
ren
nan
sou
rce
s a
ran
on
p		 low
do
ub
le-d
ig
it m
illio
nt
n e
uro
am
ou
To
tal
of f
fin
ial
lloc
d t
siti
lan
(2
025
--2
027
)
nt
utu
ate
o t
am
ou
re
anc
res
ou
rce
s a
ran
on
p		 low
do
ub
le-d
ig
it m
illio
nt
n e
uro
am
ou

1 Mainly reduction by means of Scope 2 emissions.

We obtain a large proportion of our energy from external suppliers. This also includes renewable energies such as hydro, solar and wind power. We examine the possible use of renewable energies and generate our own electricity at numerous production and hospital sites using biomass boilers and solar systems, for example.

The use of renewable energy is part of our Environmental Policy and an important part of achieving our climate target. In 2024, we purchased around 853,194 MWh of electricity from renewable energy sources within our own business activities. We also use energy from photovoltaic and biomass plants or from thermal and electrical cogeneration and pellet boilers. Additionally, we purchased carbonneutral and low-carbon electricity, district heating and district cooling.

By 2030, we want to obtain as much of our electricity as possible from renewable sources in addition to generate it ourselves using photovoltaic systems. To this end, we use energy flow contracts, or energy attribute certificates (EACs). Electricity consumption resulting from the company's growth up to 2040 and 2050 will also come from green electricity sources.

Fresenius Kabi equipped four further production sites with photovoltaic systems in the reporting year. Photovoltaic systems are now in operation at a total of 15 sites, with more planned for the coming years. We have also planned pilot projects in hospitals in order to generate electricity ourselves at other locations.

Sustainability Statement

In accordance with our Environmental Policy, we want to use efficiencies in all areas to achieve our climate targets for 2030 and 2040. In 2024, we have implemented and/or are currently implementing a large number of measures to this end.

To increase energy efficiency in buildings and processes, we use improved system monitoring to early identify inefficiencies in the energy use of heating, ventilation and air conditioning (HVAC) systems as well as lighting. We measure the performance of relevant energy consumers and compare them with more energy-efficient systems. This ultimately forms the basis for our decisions on retrofitting. In this way, both efficient and economically viable solutions are implemented. For example, we were able to optimize the use of HVAC units in 2024 through monitoring processes and technical changes like the replacement of more efficient electronic motors.

In the production area, we have implemented efficiency measures such as the replacement of technology and pumps, the reuse of condensate and energy, optimized steam consumption, leakage control and the system design of compressed air in order to reduce energy consumption. We have also exchanged individual parts and replaced appliances with more efficient models. We have improved the performance of cooled and heated machines by refurbishing them or replacing them with newer appliances. The additional insulation of buildings and technology, e.g. pipes and valves, has also contributed to reducing our energy consumption in 2024.

In 2022, Helios Germany drew up a 100-point checklist to help clinics identify potential energy savings. The 100 points on the checklist include measures such as the analysis and optimization of building heating and ventilation systems. The implementation of the 100-point checklist was continued in the reporting year, further reducing energy consumption.

As part of our ambitions with regard to energy efficiency and savings, uninterrupted energy supply is always a top priority for us in order to ensure the safety of patients as well as reliable production and supply. Our energy-saving measures are also geared towards this.

When evaluating fuel, technology or process changes in order to reduce our GHG emissions, we consider several factors. The relevant criteria for investment decisions for new technologies are their availability, cost-effectiveness, scalability and reliability.

In our hospitals, the focus is on replacing or recycling anesthetic gases, among other things. Anaesthetic gases used in the operating theatre are released into the outside air via the exhaust air system - where they are more harmful to the climate than CO2. Anaesthetic gases cause a relevant part of the GHG emissions in a hospital and the replacement or recycling of anaesthetic gases are therefore a major lever in environmental and climate protection. In the reporting year, we continued to work on replacing or recycling anaesthetic gases in our hospitals with more environmentally friendly gases. We also want to reduce fugitive emissions and replace them with lower CO2 alternatives.

Projects are being implemented at our production sites to reduce steam consumption and install heat pumps.

In the reporting year, Fresenius Kabi has started to replace both additional vehicles and tractors in plant traffic with electric alternatives. To promote e-mobility, we are expanding the availability of charging stations at our sites to enable local supply in the future.

In 2024, we introduced process monitoring and control systems at sites to better manage the consumption of our energy sources, improve data quality and identify inefficient processes and machines. We have replaced a large number of machines (e.g. compressors, motors, pumps) with more efficient and lower-emission alternatives.

Sustainability Statement

[E1-4] Targets related to climate change mitigation and adaptation

[E1-7] GHG removals and GHG mitigation projects financed through carbon credits

In our Group-wide Environmental Policy, we have committed ourselves to reducing our carbon footprint. We aim to reduce our negative impacts on the environment and have set emission reduction targets in accordance with the Paris Agreement.

  • ► By 2030, we aim to reduce all Scope 1 and Scope 2 emissions in absolute value by 50% (gross), compared to the base year 2020.2
  • ► We aim to achieve climate neutrality across the Group by 2040. We therefore want to reduce the absolute value of our Scope 1 and Scope 2 emissions by 100% compared to the base year 20203. To achieve this, we want to eliminate all avoidable CO2e emissions (at least 90% gross reduction); we plan to offset unavoidable emissions (maximum 10%) through measures to reduct or permanently remove CO2.

► Net zero by 2050: We want to achieve net zero along the entire value chain (Scope 1 to 3) by 2050 at the latest. To achieve this, we want to eliminate all avoidable CO2e emissions (at least 90% gross reduction); we plan to offset unavoidable emissions (maximum 10%) through measures to permanently remove CO2.

The data on which the climate targets are based can be found in this topical standard, section Metrics, E1-5 Energy consumption and energy mix as well as E1-6 GHG emissions, starting on page 193.

CO2 reduction is also included as an ESG criterion in the long-term variable Management Board compensation (long-term incentive − LTI) at a rate of 25%. The assessment period is four years and the target corridor for CO2 reduction is aligned with Fresenius' Group-wide climate targets. Further information on our ESG criteria for Management Board compensation can be found in the standard ESRS 2 General Disclosures section GOV-3 ESG targets in the compensation of the Management Board on page 156.

Our targets -- reduction by 50% by 2030, climate neutrality by 2040 and net zero by 2050 − are in line with the scientific goal of the Paris Climate Agreement to limit global warming to 1.5°C. German and European climate targets and the guidelines of the Science Based Targets initiative (SBTi) were also used as guidelines for setting targets. Our target to reduce our Scope 1 and 2 emissions by 2030 is guided by the criteria for near-term targets defined by the SBTi. Our targets are not externally audited by SBTi.

The SBTi cross-sector decarbonization path was used as a guideline for setting the targets; it aims at achieving a reduction of at least 48% by 2030. Sector-specific decarbonization paths were not utilized. Future economic growth was taken into account in the objectives, as was the influence of increasing emissions depending on business activities and energy sources. The assumed future emissions were analyzed on the basis of the previous year's figures and extrapolated up to the target year. We have included these growth-related additional emissions in the targets in order to take them into account accordingly in the planning of measures. It was assumed that future growth will be lowcarbon or carbon-neutral due to the development of new climate-friendly technologies and their industrial scaling.

1 For our targets, we calculate Scope 2 emissions in accordance with the Greenhouse Gas Protocol using the market-based calculation approach. The recorded greenhouse gases (CO2, CH4, N2O, HFKW, PFC, SF6, and NF3) are converted into CO2equivalents. Our Group targets include all financially consolidated units of Fresenius SE&Co. KGaA; our GHG emissions, which are reported under E1-6, correspond to the same reporting scope (financial scope of consolidation). E1-6 also includes our Scope 3 emissions, which are not currently covered by the target of climate neutrality by 2040. 2 The reduction target comprises the total emissions of both categories and the target achievement is not analyzed separately by Scope 1 and Scope 2. Of the total amount to be reduced, around 47%

relates to Scope 1 emissions and around 53% relates to Scope 2 emissions. 3 Fresenius has an internal recalculation policy that defines a correction of the base value and its triggers. In 2024, the base value was adjusted by including additional entities and emission sources to

ensure a complete scope. The targets themselves were not adjusted. The adjustment has no effect on the target achievement as the previous years and the reporting year were recalculated consideringthe same scope. The base year 2020 is representative in terms of business performance, the available prior-year figures, the associated data quality, and industry benchmarking. Prior-year data was compared accordingly and placed in the business context. if external factors would have an impact, they have been taken into account.

Sustainability Statement

Internal and external stakeholder expectations were taken into account when setting the objectives by considering, e.g., investor requirements, initiatives, guidelines, public opinions, and customers' and employees' expectations. We also took corporate strategy and national requirements into account. The scope, time horizon, and reduction targets were determined on the basis of internal analyses and benchmarking.

The base value of the targets was adjusted in the reporting year; further information on this can be found in this section on page 192. Details about made estimates can be found in the following section Metrics, E1-5 Energy consumption and energy mix as well as E1-6 GHG emissions.

We continuously evaluate possible decarbonization levers to achieve our long-term climate targets. In addition to the use of existing technologies, we also consider new technologies, as described in this topical standard, section E1-3 Our actions starting on page 190.

We review our emissions figures on a quarterly basis and monitor the achievement of our targets. In doing so, we look at our progress compared to the base year and target year as well as the annual reduction steps. We evaluate any deviations and take countermeasures if necessary. Our progress is currently in line with our planning. Since 2020, we have effectively reduced our emissions with the help of our decarbonization levers, e.g. the increasing use of renewable

energies or their equivalent certificates (see this topical standard, section E1-3 Our actions starting on page 190). No emission reductions achieved before the base year 2020 are taken into account in target achievement.

To achieve the targets of climate neutrality by 2040 as well es net zero by 2050, in principle, we want to reduce all emissions as far as possible by means of measures within our own business activities as well as the upstream and downstream value chain as a first step. Therefore, the target for 2030 already provides for a 50% reduction in Scope 1 and Scope 2 emissions in absolute terms. We focus on reducing Scope 2 emissions initially, as technological solutions are available globally. Scope 1 emissions, in contrast, are anchored in processes and require a long-term planning horizon. The focus is on the decarbonization levers of increasing energy efficiency as well as fuel, technology and process change as described in this topical standard, section E1-1 Transition plan for climate change mitigation starting on page 187.

Only subsequently, in a second step, activities for the reduction (carbon credits) or permanent removal of CO2 will be considered in order to offset unavoidable emissions. To this end, we have stipulated that a maximum of 10% of emissions will be neutralized through reduction or removal and storage activities within and outside our own business activities and the upstream and downstream value chain.

We currently do not carry out any activities to reduce greenhouse gases via carbon removal, carbon storage or carbon credits.

[E1-5] Energy consumption and mix

In 2024, Fresenius consumed a total of 3,090,443 MWh of energy. In the reporting year, we again focused our activities on energy-efficiency measures and expanding the use of renewable energies throughout the Group. The main energy sources were gas and electricity.

ENERGY CONSUMPTION FROM ACTIVITIES IN HIGH CLIMATE IMPACT SECTORS1

202
4
To
tal
tio
n f
tiv
itie
s in
ene
rgy
co
nsu
mp
rom
ac
hig
h c
lim
im
in
MW
h
ate
t se
cto
pac
rs,		 1,
77
1,
41
8
To
tal
tio
n f
tiv
itie
s in
hi
h c
lim
ate
ene
rgy
co
nsu
mp
rom
ac
g
im
fro
ctiv
itie
s in
hi
h
t se
cto
t re
pac
rs
per
ne
ven
ue
m a
g
2,
clim
im
in
illio
MW
h/€
1 m
ate
t se
cto
pac
rs
n r
eve
nue		 206

1 The information is based on the activities of Fresenius Kabi. The corresponding sector (manufacturing of pharmaceutical goods) is listed in sections A to H and section L of Annex I to Regulation (EC) No 1893/2006 of the European Parliament.

2 For the net revenue of Fresenius Kabi, please refer to the Notes on page 337.

Sustainability Statement

ENERGY CONSUMPTION AND MIX

in
MW
h		 202
4
To
tal
fo
ssi
l en
tio
erg
y c
on
sum
p
n		 2,
147
57
6
,
tio
n f
Fue
l co
al a
nd
l pr
od
uct
nsu
mp
rom
co
coa
s		 -
Fue
l co
tio
n f
ude
oi
l an
d p
ole
od
etr
uct
nsu
mp
rom
cr
um
pr
s		 215
594
,
Fue
l co
tio
n f
al g
tur
nsu
mp
rom
na
as		 1,
233
819
,
Fue
l co
tio
n f
her
fo
ssi
l so
ot
nsu
mp
rom
urc
es		 -
Co
tio
f p
has
ed
uir
ed
ele
icit
hea
and
oli
fro
m f
il s
ctr
t, s
tea
nsu
mp
n o
urc
or
acq
y,
m,
co
ng
oss
ou
rce
s		 698
162
,
Sh
of
fo
ssi
in t
tio
l so
l en
ota
are
urc
es
erg
y c
ons
um
p
n		 69
.5%
Co
tio
n f
cle
nsu
mp
rom
nu
ar
sou
rce
s		 89,
673
Sh
of
tio
n f
cle
s in
tal
tio
to
are
co
nsu
mp
rom
nu
ar
sou
rce
ene
rgy
co
nsu
mp
n		 2.9
%
To
tal
ab
le e
tio
re
new
ne
rgy
co
nsu
mp
n		 853
194
,
Fue
l co
tio
n f
ab
le s
nsu
mp
rom
re
new
ou
rce
s		 89,
22
1
Co
tio
f p
uir
icit
oli
fro
has
ed
ed
ele
hea
and
ab
le s
ctr
t, s
tea
nsu
mp
n o
urc
or
acq
y,
m,
co
ng
m
ren
ew
ou
rce
s		 046
750
,
Co
tio
f se
lf-g
ed
n-f
uel
ab
le e
rat
nsu
mp
n o
ene
no
re
new
ner
gy		 13,
927
Sh
of
s in
tio
ab
le s
tal
to
are
re
new
ou
rce
ene
rgy
co
nsu
mp
n		 .6%
27
To
tal
tio
en
erg
y c
on
sum
p
n		 3,
090
443
,
No
ble
rod
ion
uct
n-r
ene
wa
en
erg
y p		 109
623
,
Re
ab
le e
du
ctio
new
ner
gy
pro
n		 13,
949

For the calculation, fossil energy consumption of the company's own business was summed up according to the respective energy sources (e.g. natural gas, diesel, liquefied natural gas (LNG)) based on measurement counter, invoices or estimates. Individual energy sources were determined based on the amount consumed and their gross calorific value. For presentation in the Sustainability Report, we converted the totaled data to the lower heating value (LHV). If no data was available, the energy consumption was extrapolated using reference values. The energy consumption for outpatients clinics, offices, research&development sites, locations with unavailable data, and corporate employees outside Bad Homburg are based on data

collected at the Bad Homburg site per FTE (full-time equivalent). The Fresenius Vamed rehabilitation clinics were estimated based on previous year's data in accordance with our duration of operational control.

The nuclear share of electricity and heating consumed in the upstream supply chain was calculated and totaled proportionately for each country using statistical country information. The data basis was the database of the International Energy Agency (IEA). We evaluated the nuclear share for steam consumed and district cooling on the basis of the individual production sites and calculated it proportionally. The majority of production sites use electricity from renewable sources for upstream cooling processes. In the production sites' upstream supply chain, the assumption is made that natural gas is mainly used as an energy source for steam.

The renewable energy consumption of the company's own business was totaled according to the respective renewable energy sources (e.g. biomass pellets, biogas). Individual energy sources were determined based on the amount consumed and their gross calorific value. Purchased green electricity certificates were taken into account accordingly. When green electricity claims are received from national grid consumption, the last available evidence was used, in some cases, this was from the previous year. The summarized data was converted to the LHV for presentation in the Sustainability Statement.

Sites with ISO 50001 certification are audited by an external auditor, e.g., MSzert or TÜV.

Sustainability Statement

GROUP CLIMATE TARGETS: CURRENT STATUS

cti
Re
tro
spe
ve		 Mi
les
d t
ton
et
es
an
arg
yea
rs
In
he
ing
Fre
ius
d a
l o
f
t
ort
te
to
ta
re
p
ea
r,
se
n
g
en
era
y		 202
0		 Per
e ch
tag
cen
ang
e
1.
4,
1
9
9,
3
4
4 t
C
O2
e		 in t
CO
2e		 (bas
ar)
e ye		 202
4		 bas
on
e ye
ar		 203
0		 204
0
Sc
d S
e 2
iss
ion
s (
rke
t-b
d)
e 1
op
an
cop
em
ma
ase		 708
364
,		 2
966
515
,		 -27
.2%		 -50
%		 -10
0%

Our Scope 1 emissions account for 351,128 t CO2e and increased by 2.0% compared to the previous year (2023: 344,161 t CO2e). Our Scope 2 emissions (market-based) account for 164,838 t CO2e through the use of renewable energy certificates, as described in the following. Scope 2 emissions calculated according to the location-based approach amounted to 447,563 t of CO2e. Scope 3 emissions amounted to 3,683,377 t CO2e in the reporting year. Increases in emissions and consumption are due to the expansion of business operations.

[E1-6] Gross Scopes 1, 2, 3 and total GHG emissions

In comparison to the 2020 base year, we reduced our total Scope 1 and 2 emissions (market-based) by about 27.2%. This puts us on track to meet our Group climate targets.

Biogenic Scope 1 emissions were 36,892 t CO2e in the reporting year.

You will find the GHG emissions table on page 198, with detailed information on Scope 1, Scope 2, and Scope 3.

When purchasing energy, we use contractual agreements that come with various options for energy attributes such as guarantees of origin or renewable energy certificates. In the following table, we show which contractual options are used in our energy purchases and to what extent.

The share of bundled renewable energy certificates includes energy that is purchased together with the physical electricity as part of the same contract. We use guarantees of origin, green electricity tariffs, and power purchase agreements.

The share of unbundled renewable energy certificates describes energy property claims that are purchased from third parties who do not provide the physical energy. We use purchased guarantees of origin for renewable energy claims.

The percentage share is set in relation to the energy consumption on which the Scope 2 emissions are based.

PURCHASE AND SALE OF RENEWABLE ENERGY: TYPE OF CONTRACTUAL INSTRUMENT

in
%		 202
4
Pu
rch
ase
Sh
of
tifi
bu
nd
led
ab
le e
cat
are
re
new
ner
gy
cer
es		 2.3
Sh
of
bu
nd
led
ab
le e
tifi
cat
are
un
re
new
ner
gy
cer
es		 41
.7
Sa
le
Sh
of
bu
nd
led
ab
le e
tifi
cat
are
re
new
ner
gy
cer
es		 -
Sh
of
bu
nd
led
ab
le e
tifi
cat
are
un
re
new
ner
gy
cer
es		 -

TABLE: GHG INTENSITY3

in t
CO
/€1
illio
2e
m
n r
eve
nue		 202
4
GH
G e
mis
sio
(loc
ati
bas
ed)
et
ns
on-
pe
r n
rev
en
ue		 194
GH
G e
mis
sio
(m
ark
bas
ed)
et-
et
ns
pe
r n
rev
en
ue		 182

3 For our net revenue, please refer to the Notes on page 337.

1 The Scope 1 and Scope 2 emissions relate exclusively to the entities included in the defined reporting scope (financially consolidated entities of Fresenius SE&Co. KGaA). There are no companies with operational control outside the scope of consolidation. Accordingly, no other data is included in the calculation of Scope 1 and Scope 2.

2 The total Scope 1 and Scope 2 CO2 emissions (market-based approach) in tons of CO2 equivalents (Fresenius Group) as part of the long-term variable remuneration (LTI) of the Management Board is assured with reasonable assurance, as explained on pages 407 ff. in the assurance report of the independent German public auditor.

Sustainability Statement

The following definitions and methods are used to calculate our GHG emissions.

Scope 1 and 2 emissions

We have applied the requirements and guidance of the GHG Protocol Corporate Standard when selecting the emission factors for our Scope 1 and 2 emission calculation. CO2e emission factors were selected based on topicality and availability.

Scope 1 emissions: The energy consumed (higher heating value − HHV) was multiplied by the respective CO2e conversion factor (DEFRA) and added together. Fugitive emissions were calculated on the basis of the Global Warming Potential using the latest published IPCC values. Scope 1 emissions from regulated emissions trading systems are disclosed based on last available reported data, which could be from previous year.

Biogenic Scope 1 emissions: The consumption of energy obtained from biomass was multiplied by the corresponding CO2 conversion factor (DEFRA). As we have no further information, it is assumed that biomass was burned and not degraded.

Scope 2 emissions (location-based): The amount of electricity consumed was multiplied by a country-specific CO2e conversion factor from the IEA. The steam, district heating, and district cooling consumed were multiplied by a uniform CO2e conversion factor (DEFRA) or US EIA. The conversion factors used do not include CO2e emissions for biogenic emissions.

Scope 2 emissions (location-based/market-based biogenic emissions): A calculation could not be carried out due to unavailable emission factors. The emission factors available did not fully cover the biogenic emissions from energy conversion.

Scope 2 emissions (market-based): A hierarchy was implemented to calculate the emissions. If supplier-specific emission factors were available, these were used first. If not available, country-specific EU residual mix conversion factors (AIB) were used. If these were not available, countryspecific IEA or US EIA factors were used. Where countryspecific conversion factors were used, the most recent version was used.

Scope 3 emissions

Scope 3 emissions include all upstream and downstream activities along our value chain. 2023 was the first year in which we disclosed our Group-wide Scope 3 emissions. We disclose the Scope 3 emissions in accordance with the standards set out on pages 8 and 9 of the publication A Corporate Accounting and Reporting Standard − Revised Edition of the Greenhouse Gas Protocol initiative (World Business Council for Sustainable Development/World Resources Institute). 36.2% of our Scope 3 emissions are calculated using primary data obtained from suppliers or other value chain partners. We have applied the requirements and guidance of the GHG Protocol Corporate Standard when selecting the emission factors for our Scope 3 emission calculation. Unless stated otherwise, all Scope 3 categories follow the same reporting boundary as

the Scope 1 and 2 emission calculation. Biogenic Scope 3 emissions are deemed non-material for Fresenius based on the business activities and used energy sources.

Category 1, 2, and 4: The calculation is conducted with a spend-based approach according to the GHG Protocol using the multi-regional input-output analysis method estell. Spendings per product category are multiplied by the emission factors. Emissions are calculated individually for the business segments. The calculation was performed for Fresenius Vamed using a sector-model approach based on revenue.

Category 3: The Calculation is based on the annual energy consumption data used to calculate the Scope 1 and 2 emissions and multiplied by a respective upstream emission factors. Current DEFRA/BEIS (Well-to-Tank (WTT) emission factors), IEA and an UBA study are used as sources for emission factors. For electricity from renewables, a global emission factor based on the global renewable mix (IEA) is used. For electricity consumption in Germany, the German equivalent is used. For gas and fuels, the gross cv factors are applied.

Category 5: The calculation is based on tons of waste generated per waste type and waste treatment method, cubic meters of wastewater generated, and relevant emission factors from the sources DEFRA/BEIS, ecoinvent, and Rizan et al. (2021). Waste categories that are expected to be recycled or to end up in an energy from waste (EfW) process are accounted for as 0 according to the requirements of the GHG Protocol.

Sustainability Statement

Category 6: For the operating companies, the activity data is collected via an extract from the service providers Avis, Enterprise, and Amex. Car rental, plane, and train data for Fresenius Helios in Spain comes directly from the travel agency. The emission factors used reflect the Well-To-Wheel (WTW) emissions from energy generation to conversion into kinetic energy on the wheel, in line with the GHG Protocol methodology and SBTi guidelines. Countries where the respective train company declares on its website that all trains are powered by renewable energy are considered with an emission factor of 0. The km traveled with each transportation method are multiplied by the corresponding distance-based emission factor. The calculation was performed for Fresenius Vamed based on average emissions per FTE.

Category 7: The number of employees per business segment is used as the basis for this category. The split of transportation mode is calculated on a regional level based on statistical data for individual countries (e.g. Eurostat). All data on travel distances and travel modes is based on public research. DEFRA/BEIS (WTW emission factors) and ecoinvent are used as sources for emission factors. The distance-based method is applied.

Category 11: This category is only relevant for Fresenius Kabi, as the other segments have no manufacturing/production activities and subsequently no products are sold and used. Within this category, direct use-phase emissions are only generated by electrical products sold by Fresenius Kabi MedTech. Pharmaceutical products do not cause any use-phase emissions and are therefore not relevant. The calculation is based on tank-to-wheel emission factors. The data basis consists of sales data as well as technical information per product for each country, e.g. electrical load, full load hours per day, and lifetime.

Category 12: This category is only relevant for Fresenius Kabi, as all other segments have no manufacturing/production activities and subsequently no products are sold and disposed of. The methodology varies depending on the product and packaging. Emissions are calculated based on sales data, weight data, and statistics on regional disposal methods. Within Fresenius Kabi, the medicinal products themselves are not considered relevant as they are metabolized in the body.

Category 15: This category includes all non-consolidated investments in which Fresenius holds a minimum interest of 20%. The share of the investment is either applied to actual emission data from the company or used to extrapolate emissions based on revenue and EEIO emission factors as stated in the GHG Protocol.

Energy consumption and emissions of locations with ISO 50001 certification are checked in an external audit.

Sustainability Statement

GHG EMISSIONS

Re
cti
tro
spe
ve		 Mi
les
d t
ton
et
es
an
arg
yea
rs
202
0
(bas
ar)
e ye		 202
3
(com
ativ
e)
par		 202
4
(N)		 Per
e ch
tag
cen
ang
e
viou
on
pre
s ye
ar
(%
N/N
-1)		 202
5		 203
0		 205
0		 Tar
get
ach
ieve
t
men
(an
l %
tar
nua

/
bas
ar)
get
e ye
mi
ssi
Sc
e 1
GH
G e
op
on
s
Gro
Sco
1 G
HG
iss
ion
in t
CO
ss
pe
em
s,
2e		 335
908
,		 161
344
,		 35
1,
128		 2.0
%		 n/a n/a n/a n/a
Per
f S
e 1
GH
G e
mis
sio
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ula
ted
tag
cen
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cop
ns
m
reg
iss
ion
din
che
tra
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g s
me
s		 n/a n/a 35
.7%		 n/a n/a n/a n/a n/a
Sc
e 2
GH
G e
mi
ssi
op
on
s
Gro
loc
ati
bas
ed
Sco
2 G
HG
iss
ion
in t
CO
ss
on-
pe
em
s,
2e		 45
5,
27
1		 41
9,
117		 44
7,
563		 6.8
%		 n/a n/a n/a n/a
Gro
rke
t-b
d S
e 2
GH
G e
mis
sio
in
t C
O2e
ss
ma
ase
cop
ns,		 372
45
6
,		 215
434
,		 164
838
,		 -23
.5%		 n/a n/a n/a n/a
1
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ion
3 G
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s
To
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(Sc
e 3
) G
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in t
CO
2e		 n/a n/a 3,
683
37
7
,		 n/a n/a n/a n/a n/a
1 P
has
ed
ds
and
rvi
urc
goo
se
ces		 n/a n/a 634
985
1,
,		 n/a n/a n/a n/a n/a
2 C
ita
l go
ods
ap		 n/a n/a 110
48
2
,		 n/a n/a n/a n/a n/a
ctiv
itie
3 F
uel
d e
rel
d a
ate
an
ner
gy-
s
(no
t in
clu
ded
in
Sc
e 1
Sc
e 2
)
op
or
op		 n/a n/a 132
886
,		 n/a n/a n/a n/a n/a
4 U
ati
and
di
ibu
tio
tre
tra
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str
ps
am
nsp
on
n		 n/a n/a 213
584
,		 n/a n/a n/a n/a n/a
5 W
ed
in o
ati
ast
rat
e g
ene
per
ons		 n/a n/a 38,
769		 n/a n/a n/a n/a n/a
usi
6 B
l
s tr
nes
ave		 n/a n/a 17,
42
3		 n/a n/a n/a n/a n/a
7 E
loy
tin
mp
ee
com
mu
g		 n/a n/a 275
31
7
,		 n/a n/a n/a n/a n/a
8 U
lea
sed
tre
set
ps
am
as
s		 n/a n/a Em
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s fr
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ific
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Th
ate
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rm
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ius
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en		 n/a n/a n/a n/a n/a
10
Pro
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ld p
rod
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s		 n/a n/a is c
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f F
ius
'
Th
ate
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ss
mo		 n/a n/a n/a n/a n/a
Us
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ld p
rod
11
uct
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s		 n/a n/a 985
1,		 n/a n/a n/a n/a n/a
12
En
d-o
f-li
fe t
of
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rod
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s		 n/a n/a 103
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,		 n/a n/a n/a n/a n/a
13
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s		 n/a n/a is c
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ius
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Th
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14
Fra
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s		 n/a n/a is c
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f F
ius
'
Th
ate
ot
t o
go
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res
en
bus
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ss
mo		 n/a n/a n/a n/a n/a
15
Inv
est
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me		 n/a n/a 1,
154
315
,		 n/a n/a n/a n/a n/a
To
tal
GH
G e
mi
ssi
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To
tal
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(lo
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-ba
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),
in t
CO
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2e		 1
79
1,
178		 1
763
278
,		 4,
48
2,
069		 n/a n/a n/a n/a n/a
To
tal
GH
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mis
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(m
ark
bas
ed)
in t
CO
et-
ns
2e
,		 1
708
364
,		 1
559
595
,		 199
344
4,
,		 n/a n/a n/a n/a n/a

Sustainability Statement

ESRS E2 POLLUTION

[E2] Pollution

[E2 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

As a healthcare Group, Fresenius feels a responsibility to protect the environment and use natural resources carefully, because only a healthy environment can be a home for healthy people. Despite our efforts, we cannot prevent all negative effects from production given the size of our Group and our business model. For our hospital business, pollution is not a material topic.

The pharmaceutical manufacturing process at our production sites can result in the losses of pollutants to air and water. If the thresholds are exceeded, pollutants can have a potential negative impact on the environment. Reduced air or water quality can negatively affect human health.

Both the production and use of intravenous antibiotics are associated with residues in wastewater. Therefore, we detect antibiotic residues in the wastewater from our operational business, due to our production and the application of antibiotics in our healthcare facilities. Furthermore, downstream, residues from the administration of medication in other healthcare facilities also enter the wastewater and can also have a negative impact on local water quality.

[E2-1] Policies related to pollution

At Group level, we have an Environmental Policy, which also addresses the issue of pollution. It substantiates our ambition to prevent or reduce negative environmental impacts such as pollution of air, water and soil. In the guideline, we commit to complying with the respective legal guidelines and threshold limits at our sites. In addition, it defines our procedures to avoid environmental incidents by established preventative processes. Should such situations nevertheless occur, we take measures to limit the negative impact on people and the environment.

Further information on the Environmental Policy can be found in the topical standard E1 Climate change, section E1-2 Our approach starting on page 188.

All locations are subject to the respective local regulations and laws. In addition, internal guidelines on environmental protection are implemented at the business segments − e.g., specific regulations on how employees should handle hazardous substances. Management manuals and standard operating procedures provide the framework for the local environmental management system. These can include detailed checklists for evaluating environmental protection measures and forms for assessing environmental risks.

Further information on our comprehensive environmental management and monitoring processes can be found in the topical standard E1 Climate change, section E1-2 Our approach starting on page 188.

During the production of antibiotics, residues can enter the wastewater. To reduce the negative impacts that we cause in this regard in our own business, Fresenius Kabi has been a member of the Antimicrobial Resistance (AMR) Industry Alliance since 2020, working to promote responsible antibiotic production. Since 2021 Fresenius Kabi has also been actively involved in the association's governing bodies. The business segment is working on the introduction of AM-RIA's Common Antibiotic Manufacturing Framework (CAMF).

In 2022, AMRIA, with participation of Fresenius Kabi, and BSI Standards Limited released the Antibiotic Manufacturing Standard, providing guidance to manufacturers on responsible antibiotic production. The goal is to minimize the risk of developing antibiotic resistance and reduce aquatic ecotoxicity in the environment resulting from the manufacturing of human antibiotics. The standard complements the already-high production quality and safety management at our production sites. A pivotal component of the approach involves the use of a risk-based methodology to evaluate and control the waste streams generated during antibiotic manufacturing.

Fundamental information about the Group | Economic report | Overall assessment of the business situation | Outlook | Opportunities and risk report

Sustainability Statement

The implementation, which began in 2022, involved the introduction of a comprehensive quantification mass balance template by Fresenius Kabi. The template's function is to assist antibiotic manufacturing sites in determining antibiotic concentrations in manufacturing wastewater discharge and conducting gap analyses, with the overarching goal of aligning with the Predicted No-Effect Concentrations (PNEC) set forth by AMRIA. PNEC represents the concentration level of a substance in the environment below which no adverse effects are expected. The business segment is currently working on obtaining AMR certificates for some of its antibiotics manufactured in Europe. This involves an independent audit to confirm that antibiotic residues in waste streams are properly controlled during production.

Furthermore, a dedicated communication channel connects local sites with the global EHS team (Environment, Health, and Safety). This initiative fosters continuous alignment with the Antibiotic Manufacturing Standard, ensuring ongoing adherence and improvement in the future.

To minimize the negative environmental impacts associated with our activities and services, our production sites and our clinics in Germany and Spain must identify these impacts and develop environmental protection measures. They must also regularly review these measures for effectiveness.

The following topics can be addressed in this context:

  • ► Emissions into air, water, or soil
  • ►Consumption of natural resources and raw materials
  • ► Waste and wastewater, packaging
  • ► Transport, or other local environmental impacts

Furthermore, using our global internal audits, we identify further improvement opportunities at our sites and develop appropriate measures with locally responsible managers to tap that potential. The frequency of global internal audits depends on audit observations from previous audits, environmental incidents, certification status, or the evaluation of the management review, and can vary between one and four years.

In the production area, a reporting process is implemented for environmental incidents such as violations of environmental regulations, pollution caused by uncontrolled spills, or complaints from third parties. We record environmental incidents internally and categorize them into five levels -- depending on the impact of an environmental incident. Local managers report these incidents to the global EHS function responsible for production as soon as they become aware of them. Where necessary, environmental incidents are immediately reported to the relevant authorities by the EHS function. Environmental incidents are analyzed by the EHS function together with the respective site to determine the cause and to prevent further incidents. Depending on the local regulations, serious incidents are analyzed also by the authorities.

At the hospitals, there are reporting processes for incidents that require immediate communication to the local community, such as the release of hazardous substances or accidents in the areas of energy or water. In addition to rectifying an incident, internal and external communication involving the relevant authorities where necessary takes place immediately, depending on the situation, followed by an investigation into the cause.

In the reporting year, no environmental incidents were reported via the reporting channels whose impact would have been material to the financial position or reputation of the company. Furthermore, no incidents were recorded in which the respective environment or the general public were directly harmed due to default. Further information on opportunities and risks can be found in the Opportunities and Risk Report on page 137.

In the reporting year 2024, we documented local environmental incidents in the internal reporting system. Where necessary, we informed responsible authorities of the incidents immediately after an incident became known of. Necessary measures were implemented to reduce the environmental impact of the respective incidents. We have also taken the environmental incidents at the affected sites as an opportunity to implement preventive measures, such as training courses, in order to avoid future incidents. To our knowledge, no incident led to a severe impact on the environment, biodiversity, or the communities nearby.

If contractually agreed, environmental incidents from the upstream and downstream value chain must also be reported to us. This may be relevant if, for example, the quality of a primary product could be impaired as a result.

Sustainability Statement

[E2-2] Actions and resources related to pollution

In the reporting year 2024, Fresenius did not adopt any central guidelines for measures relating to the prevention of potential environmental pollution. At present, approaches to this are mainly organized locally, but the framework is provided by the environmental management systems of the business segments.

In the course of the operating business we conducted activities at the local level in 2024 that aim to address potential impacts, risks, or opportunities related to pollution. For example, at our production site Vicchio in Italy, a project was initiated that aims at reducing the sulphate concentration in wastewater. Implementation is planned for 2025.

[E2-3] Targets related to pollution

It is our ambition to avoid or minimize any negative impact on the environment that may arise from our direct business operations or from downstream activities. This also includes avoiding unnecessarily polluting the sources from which we obtain water or into which we discharge our wastewater. Pollutants released into air, soil, and water must be limited and unnecessary discharges avoided altogether.

The goal is therefore to comply with the respective legal guidelines and threshold limits at our sites. We have implemented adequate controls for this purpose, e.g. via an environmental management system (see topical standard E1 Climate change, section E1-2 Our approach starting on page 188).

We monitor the effectiveness of our policies by measuring and evaluating defined KPIs. If pollutant concentrations exceed the defined limits, we initiate countermeasures. For information about our reporting systems for environmental incidents, please refer in this topical standard to section E2-1 Our approach, Reporting systems on page 200.

Furthermore, there is no overarching Group target in connection with potential environmental pollution.

[E2-4] Pollution of air and water -- pollutants

At our production sites, we record the emission of pollutants into air and water in accordance with legal regulations. Depending on the pollutant, measurements are taken at exhaust gas or wastewater points, following internationally recognized measurement standards such as ISO standards or national selected procedure. When direct measurement is not available due to delayed annual measurement cycles, emissions are estimated. These estimates are based on the previous year's figures considering changes of the

site's production activity. Uncertainties remain due to environmental factors or unforeseen events. Since estimates are based on previous year's figures, the degree of uncertainty is assumed to be low. Once the data is received, first at business segment second at Group level, the provided input data is validated on completeness and accuracy. Discrepancies are addressed with site representatives and corrected or justified. The emission measurements are carried out and validated in-house or by external certified inspection bodies.

In the reporting year, our emissions of pollutants exceeded the thresholds defined in the E-PRTR regulation (European Pollutant and Transfer Register) in one case. The annual threshold for the pollutant organic carbon (TOC) (as total organic carbon or COD /3) is 500,000 kg per year per plant. This threshold was exceeded at one plant: the total quantity of the pollutant was 698,284 kg at that plant in 2024. The amount of pollutants is measured at the discharge point of the plant and quantified via annual individual measurements using gas chromatography methods. The wastewater is discharged to an external water treatment plant where it is treated.

For information about air emissions that are to be reported in the topical standard E1 Climate change, please refer to that topical standard, section E1-6 GHG emissions starting on page 195.

Sustainability Statement

ESRS E3 WATER RESOURCES

[E3] Water resources

[E3 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

Water consumption has been increasing worldwide for decades and water is becoming scarce in more and more regions. We also need this resource in our production facilities and healthcare facilities and therefore want to use it consciously and efficiently. There is an increased demand for water in our production in particular, e.g. due to waterintensive cooling or sterilization processes. In the longterm, we could thereby contribute to shortage of water in some regions. The operation of our healthcare facilities as well is highly dependent on the availability of drinking water from the municipal water supply.

[E3-1] Policies related to water resources

Our Group-wide Environmental Policy also addresses the issue of water. In this policy, we commit to the responsible use of water and to compliance with the legally applicable regulations for wastewater, e.g. with regard to wastewater limits. In areas with high water stress, we also aim to reduce the water withdrawal of key production facilities. Water stress refers to a situation in which the demand for water exceeds the available quantity or the water quality is so poor that it restricts its use. This often occurs in regions

with high or extremely high water abstraction.

Further information on the Environmental Policy can be found in the topical standard E1 Climate change, section E1-2 Our approach starting on page 188.

We use local management systems, process owners, and operating procedures to ensure in our own operations that the respective local guidelines on water and wastewater are strictly adhered to. Water management measures consider a reduction in water and wastewater volumes and monitor the quality and authorized withdrawal of water and discharge of wastewater.

Fresenius continuously reviews national and international regulations on water management. The internal principles, guidelines, and operating procedures -- which contain instructions for the responsible handling of water, including the control of wastewater -- are adapted to the applicable regulatory requirements. Our water management is closely linked to our hygiene management. Depending on the business segment, either environmental or hygiene experts ensure that internal guidelines and external regulations are adhered to.

In production, water is used for most sterilization and cooling processes, as a component in the production of medical products, and for hygiene procedures. The water used for our products, e.g. for infusion solutions such as sodium chloride, must meet stringent quality requirements to ensure product quality and patient safety.

For our healthcare facilities, a sufficient supply of fresh water is central to the delivery of healthcare services, patient well-being, and hygiene.

Most of the water withdrawal in production and at the healthcare facilities is from municipal water supplies.

Beyond the quality and hygiene requirements, we do not address any water-related goals in the design of products and services, as water is indispensable wherever we use it as a component. Information on our water reduction target can be found in this topical standard, section E3-3 Our goals and ambitions on page 204.

We have implemented applicable risk management procedures in all facilities that come into action if impurities are detected or if the quality of water is not compliant with standards set -- and established dedicated reporting lines. The local government is informed immediately in accordance with legal requirements of any critical deviations from local drinking water provisions that are detected. In Germany, some of our clinic laboratories are accredited as testing centers for local drinking water quality. In this way, we support not only the safety of our patients, but also that of the surrounding population and the municipalities that supply us with drinking water.

In the case of contaminated fresh water from the public network, many of our German clinics have the option of taking additional protective measures in addition to its own treatment facilities.

Sustainability Statement

In our Spanish clinics, we do not perform water treatment. However, we produce osmosis water, which is required for dialysis treatments, to operate washing machines in sterilization units, and for the biochemical analyzers in the clinical laboratory. We treat water for the production of certain pharmaceutical products. For example, water for infusion solutions must be of a quality that exceeds that of drinking water (water for injection (WFI)).

All hospitals have emergency plans in place to ensure the healthcare of patients in the event of supply bottlenecks. In most of our Spanish clinics, we use water tanks to ensure supply in the event of a drinking water failure. These tanks are extended pipes in which, during flow, water reserves remain that can be used in an emergency. Depending on the center and consumption, the autonomy of the systems and thus the amount of water reserves varies. In JCI-certified centers (Joint Commission International accreditation), the emergency plans also include the delivery of water in tankers in case of need.

For further information about water pollution, please refer to the topical standard E2 Pollution starting on page 199.

To address our potential negative impacts related to the water needs of our production sites and hospitals, we analyze water availability using the World Resources Institute's Aqueduct Water Risk Atlas, which contains information on current and future water risks globally. We have identified sites that are in areas with extremely high or high risk of water scarcity. At these sites, efficient water management is especially important to ensure water availability for production and our hospitals and to prevent negative impact on the local water situation as far as possible. In our Environmental Policy, we set the goal to reduce process water withdrawal in production in water stressed areas. For more information, please refer in this topical standard to the section E3-1 Our approach starting on page 202 and to the section E3-3 Our goals and ambitions on page 204.

Our manufacturing plants and hospitals are also part of the Group-wide climate risk assessment, which includes water risks such as floods, or heavy rain. If a risk is identified, measures are derived.

We do not include the upstream and downstream value chain in the assessment of water risks.

[E3-2] Actions and resources related to water resources

The use of fresh water in our healthcare facilities is essential to meet hygiene requirements and is therefore indispensable for patient safety. Therefore, we do not implement measures in this context that address our potential negative impacts related to our increased water demand and the associated local withdrawal. Due to internal requirements regarding drinking water quality, we do not reuse water or use gray water -- i.e. treated water from showers or washbasins.

We will implement and report on measures, including required resources, to achieve our new target for water reduction at production sites in areas with high water stress from the 2025 reporting year. Further information on the target can be found in the next section, Our goals and ambitions.

Sustainability Statement

[E3-3] Targets related to water resources

Our ambition is to ensure that water is used safely in every area of our business operations, that it does not pose a risk to the health of patients and employees, and is always available in sufficient quantities at all times. As stated in our Environmental Policy, we are committed to using water responsibly and complying with the applicable legal regulations. In addition, we want to reduce the water withdrawal of our production facilities in areas with high water stress. To achieve this, we have set ourselves the voluntary goal of reducing the process water withdrawal of production facilities in areas of high water stress by 20% in absolute terms by 2030 (baseline year: 2023; baseline value: 3,313,000 m³). The improvement of water quality is not addressed.

To define our target, we first evaluated our own water consumption and sources of consumption and analyzed future scenarios (for 2030 and 2050, each optimistic and pessimistic scenario) using the Aqueduct tool and considered the assumption that water stress will increase in certain regions. As no specific targets have been set by the European Union, we evaluated measures and their potential. We also carried out benchmarking in order to compare and adjust ambition levels.

The main factor for target-setting is based on scientific publications evaluating water stress as an increasing risk for the environment and business activities. The data used in the Aqueduct tool is based on scientific collaborations.

stakeholders were involved via assessment meetings in the target-setting process in order to jointly define the measures, potential and ambition level. External stakeholders were indirectly involved through considering public opinions, e.g. initiatives, and available standards.

As the target was set newly in the reporting year, any adjustments to the targets or the data collection process are not yet relevant.

We collect water data on an ongoing basis and will be setting this against our targets from the 2025 reporting year onwards.

[E3-4] Water consumption

In 2024, Fresenius withdrew a total of 14,959,196 m3 of water. Water consumption accounts for 2,310,508 m3. In our healthcare facilities, water withdrawal depends on the number of patients treated in hospitals and the type of treatment performed. At our production sites, the production volume has an impact on our water consumption.

WATER CONSUMPTION

³
in
m		 202
4
Wa
tio
l
ter
n, t
ota
co
nsu
mp		 2,
31
0,
50
8
Th
of w
tio
n i
r ri
sk,
ate
t w
ate
ere
r c
ons
um
p
n a
rea
s a
inc
lud
ing
of
hi
h-w
ate
r st
ar
eas
g
res
s		 1,
52
0,
365
Wa
led
d r
ed
ter
re
cyc
an
eus		 43
6,
977
Wa
red
ter
sto		 519
41
,
Ch
e in
in
%
ter
sto
ang
wa
rag
e,		 n/a

Water consumption was calculated as the difference between water withdrawal and water discharge. The water withdrawal is totaled on the basis of meter readings and invoices. If no value is available, we estimate it based on a reference value. The water discharge is totaled on the basis of meter readings and invoices. If there is no value, it is assumed that the quantity of water discharge is equal to the withdrawal.

Sustainability Statement

For the evaluation of water quantity of the water basins, the Aqueduct tool has been used, disclosing those material locations in water stress areas where the available renewable surface and groundwater supplies are limited. The water quality was measured by the Aqueduct tool and by untreated connected wastewater as well as coastal eutrophication potential which are included in the areas at water risk.

Significant locations were evaluated for water risks and high water stress using the Aqueduct tool and their water consumption totaled.

Recycled and reused water is determined on the basis of meter readings. If no readings are available, the quantity of recycled and reused water is estimated by the person responsible for the process and on the basis of reference values.

The amount of stored water is determined on the basis of year-end water level values. If no exact meter reading is available, the quantity is estimated using reference values.

68.1% of the quantitative data on water is based on measurements, 31.9% on estimates.

Water intensity describes our total water consumption per €1 million in net revenue.

WATER INTENSITY1

³/€
in
illio
1 m
m
n r
eve
nue		 202
4
tio
Wa
ter
net
co
nsu
mp
n p
er
re
ven
ue		 100

1 For our net revenue, please refer to the Notes on page 337.

At sites with ISO 14001 certification, the water management systems, that are also used to collect the key figures, are audited by an external auditor. This concerned sites and facilities of Fresenius Kabi and Helios Spain in the reporting year. The auditor dertermines the specific aspects to be audited.

ESRS E5 RESOURCE USE AND CIRCULAR ECONOMY

[E5] Resource use and circular economy

[E5 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

Natural resources are becoming increasingly scarce all over the world. We can only operate sustainably if we use the raw materials available to us efficiently and carefully. However, stringent safety and hygiene regulations to protect staff and patients can result in high consumption of raw materials, products, and packaging materials. This can contribute to the depletion of natural resources and therefore have a potential negative impact on the environment in the short-term. Reducing the amount of waste we produce is already a challenge for us. Local regulations and necessary safety regulations provide us with a tight framework within which we can operate with our waste management concepts. This means, for example, that we can only use recycled materials in direct contact with pharmaceuticals to a limited extent. In order to avoid unwanted interactions, it is sometimes necessary to use new materials causing an actual negative impact on resource use and the circular economy.

To counteract our actual and potential negative impacts, we are pursuing various approaches to reduce our consumption of resources. Due to the size of our international healthcare Group, we already identify established resource-saving measures as a lever for the responsible use

Sustainability Statement

of raw materials: In the production and distribution of healthcare products, we use bulk packaging with dosing aids to save material. The aspect of resource conservation also plays a role in the development of new product designs. In addition, we are currently creating market transparency for selected items in our hospitals and other healthcare facilities with regard to switching from disposable to reusable items.

[E5-1] Policies related to resource use and circular economy

At Group level, there is a central Environmental Policy that also addresses the use of resources and the circular economy. In this policy, we commit to the efficient use of resources and the use of sustainably sourced, renewable and recycled materials as an alternative to new raw materials, where legal regulations permit. We support the transition to a circular economy. We strive to maximize the lifespan of materials, reduce the amount of waste generated, and increase the proportion of recyclable materials in our waste streams. The waste hierarchy (prevention, preparation for reuse, recycling, energy recovery, disposal) and waste separation concepts form an integral part of our waste management processes.

Further information on the Environmental Policy can be found in topical standard E1 Climate change, section E1-2 Our approach starting on page 188.

The handling of waste in the health sector is strictly regulated. All locations are subject to their respective local regulations and laws. In addition, internal requirements for waste management are included in our environmental standard operating procedures.

As a healthcare Group, professional, safe waste disposal goes hand in hand for us with the requirements of hygiene and sterility in production processes and treatments in hospitals. Our approach extends from the selection of suitable disposal containers to cleaning and sterilization procedures and the occupational safety of our employees in the professional disposal of hazardous, e.g., infectious, waste. The waste must not pose a danger to our patients or the environment, either.

As the business models of our business segments differ, Fresenius conducts waste management on a decentralized basis. Responsibility for that lies with the management of the sites, local EHS managers, waste managers, or waste officers. Risks are assessed individually and, where necessary, internal guidelines for dealing with waste are established. The responsible persons provide training to their employees and carry out checks to ensure that the standards contained therein are adhered to. In our hospitals, the right handling of waste is trained during introduction. Where necessary, local training courses on waste management are conducted. Our waste management systems are part of internal and external audits.

In the following, we describe our systematic waste management. It aims at an efficient use of resources and at minimizing the impact of our waste management on people and the environment.

Further information on our comprehensive environmental management and responsibilities can be found in topical standard E1 Climate change, section E1-2 Our approach starting on page 188.

Responsibility for the disposal of waste in accordance with the applicable local regulations lies with local organizations and healthcare facilities. All sites are required to separate their waste according to local, national, and industry-specific regulations and to store the waste under consideration of measures to protect the environment. Non-recyclable waste is disposed of by incineration or is sent to landfill.

Fresenius Kabi records waste volumes generated at the production sites, logistics centers, compounding centers, and the other ISO 14001-certified organizations and categorizes them by waste type and disposal method. Waste is mainly generated as a by-product of production processes or in the downstream value chain as packaging material of the product containers in hospitals, private households, or nursing homes. This includes both non-hazardous and hazardous waste, i.e., solvents, cytostatics, or antibiotics.

Plastic waste represents the largest portion of classified non-hazardous waste in production. Hazardous waste is, to a large extent, processed and reused. Non-recyclable

Sustainability Statement

hazardous waste is disposed of in accordance with legal requirements, e.g., incinerated and a part of it is led into energy recovery.

At Fresenius Helios, no special requirements are placed on the collection and disposal of non-hazardous hospitalspecific waste from an infection prevention perspective. Together with wound and plaster dressings, underwear, disposable clothing, and diapers, for example, they make up the largest proportion of the total waste generated in our healthcare facilities. Potential hazardous waste such as infectious items or cytotoxic and cytostatic waste is specially disposed of by professionals. Disposal routes were not fully recorded in the reporting year and therefore will not be disclosed.

If the design of a product is under the control of an ISO 14001-certified organization, as part of the life cycle perspective, the design phase must take environmental aspects into account, for instance, sustainable, e.g., recycled components or packaging. The influence of the organization on pharmaceutical products can be limited due to the importance of patient safety and product quality requirements. Fresenius Kabi takes environmental aspects into account during the development phase and tries to reduce the environmental impact of its products, e.g., by reducing the amount of plastic in containers, while at the same time ensuring the quality of the products.

There are also various projects in our hospitals to improve the reduction, recycling, avoidance, and reuse of waste. Medical instruments and supplies are cleaned, sterilized, and packaged separately to enable reuse, except singleused products as established by law.

[E5-2] Actions and resources related to resource use and circular economy

In the reporting year 2024, Fresenius did not adopt any central guidelines for measures relating to resource use and circular economy. At present, approaches to this are mainly organized locally, but the framework is provided by the environmental management systems of the business segments.

In the reporting year, we implemented operational measures to address potential impacts, risks, or opportunities related to resource use and circular economy. At Fresenius Kabi, for example, all EHS managers were trained on waste reduction and recycling.

[E5-3] Targets related to resource use and circular economy

We strive to maximize the lifespan of materials, reduce the amount of waste generated and increase the proportion of recyclable materials in our waste streams. In addition, we aim to reduce our material consumption and minimize the amount of waste produced through systematic waste management. Beyond that, there is currently no measurable Group target for the use of resources and the circular economy. We plan to set ourselves a target in the future.

We monitor the effectiveness of our policies by measuring and evaluating defined KPIs, as described in the following section.

[E5-4] Resource inflows

The resource inflows associated with our material impacts, risks, and opportunities differ between our business segments.

The most important materials in the production of Fresenius Kabi are active pharmaceutical ingredients (API), and excipients, followed by plastic parts, and primary and secondary packaging.

In the healthcare facilities of Fresenius Helios, the main resource inflows are consumables for nursing care and for medical treatment, pharmaceuticals, and prostheses.

Sustainability Statement

In the upstream supply chain, various raw materials, and preliminary products such as metals, plastics, silicone components, water, wood, chemicals, animal and plant products are used to manufacture the products and preliminary products that we source. For information on our approach to conflict minerals, please refer to topical standard S2 Workers in the value chain, section S2-1 Our approach on page 242.

We source organic materials such as certain fish, soy, sunflower and rapeseed oils that are certified for their sustainably sourced origins, e.g., fish oil certified by Friend of the Sea® or soy oil in accordance with the ProTerra StandardTM.

RESOURCE INFLOWS

202
4
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of
du
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as
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,		 6,
986
44
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of w
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and
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In order to indicate the total weight of the products as well as technical and biological materials consumed during the reporting period, we made different assumptions depending on the business segment. For Fresenius Helios, for example, the underlying assumption was that the quantity of material outflows is equal to the material inflows. In order to record consumed materials that are not recorded in the material outflow (e.g. food, and medicines such as infusions), the corresponding value is converted into kilograms using the conversion factor and added to the material outflow.

At Fresenius Kabi, the quantities of materials consumed are based on the purchase values converted into kilograms using a conversion factor. Weight data for API, excipients, raw materials and packaging materials are either based on information from the suppliers or through master data.

[E5-5] Resource outflows

Products and materials

Fresenius Kabi manufactures medical devices such as infusion pumps and equipment for blood collection and processing. All the devices are developed to last for several years and can be repaired by trained and certified service personnel in the event of misdiagnosis. We provide relevant manuals for this purpose and manufacture appropriate spare parts at our production facilities. If the production of a device is discontinued, we keep spare parts in stock for seven to ten years to enable further repairs. We also provide our customers with the necessary software updates.

We manufacture a wide range of products with varying durability ranging from 7 to 15 years if maintained regularly. We recommend appropriate maintenance intervals for all products, which depend on how they are used or, in the case of batteries, on how long they are used for. Due to the large number of different products, we do not list them individually here. As one example, our AmiCORE Apheresis System is used for blood donation and has an expected life span of 15 years. Due to lack of data, we are currently unable to provide information on industry averages.

In the healthcare sector, for reasons of hygiene, disposable items are needed, and their repairability is not assessed. In addition, we do not have an established assessment system for evaluating the repairability of our reusable products.

Sustainability Statement

The options for recycling our medical products are limited. Taking into account legal and hygiene requirements, we try to close recycling loops. Items made of paper, e.g., manuals, as well as packaging, like all of our corrugated packaging and folded boxes, are recyclable. We do not yet systematically record the recycling share of our products.

Waste

Due to the diverse activities of Fresenius, there is a large number of waste streams. Fresenius Helios generates infectious and non-infectious hospital waste, electronic waste from medical equipment, food waste from canteens, construction waste from remodeling work, chemical waste from laboratory work and household waste such as packaging waste, paper waste and residual waste. At Fresenius Kabi, plastic waste, paper and cardboard waste, wood waste, electronic waste, metal waste, glass waste, organic waste, residual waste, demolition and construction waste, and hazardous waste are generated. The materials contained in the waste include, biomass, plastics, chemicals, pharmaceuticals, textiles, paper, metals, glass, wood, construction waste, and aluminum.

The total amount of hazardous waste generated in the reporting year was 29,314 t. There was no radioactive waste.

We record the total amount of waste in accordance with the European waste classification codes both where regulatory required as well as voluntary. In addition, there are countries where local waste codes are used. For consolidation, we transfer these values into our system based on the European waste codes. If the further processing option (e.g. recycling, reuse, incineration, etc.) is known, we categorize the waste accordingly and add it up. If the further processing is not known, country-specific statistics are used for allocation to recovery and disposal types. If no total waste quantity is available (at Fresenius Kabi this only applies to market units), the waste quantity is estimated based on the waste data collected at the Bad Homburg site per FTE (full-time equivalent).

At sites with ISO 14001 certification, the waste management systems, that are also used to collect the key figures, are audited by an external auditor. The auditor determines the specific aspects to be audited.

NON-RECYCLED WASTE

202
4
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in t
To
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,		 97,
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%
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,		 60
.3

WASTE GENERATED: RECOVERY OPERATIONS AND TREATMENT TYPES

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,

Sustainability Statement

SOCIAL INFORMATION

ESRS S1 OWN WORKFORCE

[S1] Own workforce

[S1 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model During the materiality analysis, we identified significant impacts, risks, and opportunities (IROs) related to working conditions, equal treatment and opportunities, and other labor-related rights. These IROs are systemic and not related to individual incidents.

Own workforce includes both employees in an employment relationship with Fresenius and external labor. The Fresenius Group also employs various groups of workers or external workers. The identified actual or potential impacts, risks, and opportunities generally cover all groups. Additional explanations of significant impacts on employee groups are provided when they have been identified specifically for defined activities. The Fresenius Group has not identified any new groups among the company's workforce that are more affected or could be more affected by negative impacts, risks or opportunities than the rest of the workforce in the context of the materiality analysis. Insofar as there are groups of people who, because of their vulnerability, are particularly in need of protection, e.g. through legal requirements to be met by the company, management approaches or guidelines have already been established prior to the materiality analysis.

With a variety of activities, guidelines, and initiatives, we want to create good working conditions for our own employees and promote their well-being, health, and safety at work. In addition to fair wages, depending on the business segment and individual market requirements, additional components or access to discounted offers, e.g. health programs, are offered, which can contribute to the financial stability and general well-being of our employees and their families. Social dialog plays a central role in this, as we most often incorporate the opinions of our employees into our decision-making processes. Freedom of association and co-determination can also reduce the power imbalance between Fresenius and its workforce and enable a fair dialog. All of this means that we can have an actual positive impact on our own workforce. At the same time, good working conditions are crucial to our ability to compete successfully for skilled workers in the industry. By setting high standards globally in our guidelines, we can not only increase the motivation and loyalty of our employees, but also have a positive influence on the respective working conditions at our locations.

For Fresenius itself as an employer, appropriate and fair working conditions present financial opportunities in the medium-term: They are the basis for long-term employment and the lowest possible absentee rates, which can influence general personnel costs in our favor. In addition, low fluctuation can lead to lower recruitment and induction costs for new hires. Positive public perception of our working conditions can also strengthen our employer brand. It also makes it easier to recruit qualified employees. Subsequently, appreciation and regular training for the continuous qualification of employees make an important contribution to maintaining or even improving the quality of the work performed. This can also support engagement and creativity, and thus contribute to Fresenius' success.

Working conditions in healthcare facilities and production plants are different within the respective functional areas and also include shift work and weekend or public holiday work. Even if all legal obligations are observed and appropriate measures and initiatives are taken, there are potential short-term negative impacts on the health and safety of our employees, e.g. through accidents or (mental) illnesses as a result of high workloads. Furthermore, inadequate working conditions for our own employees in our operational entities may mean violations of applicable internal guidelines or external regulations, such as regulatory requirements or codes of conduct of business partners. We counter this by implementing suitable control and protective measures.

Sustainability Statement

Poor working conditions can result in high sickness rates and high employee turnover, e.g. due to inadequate employee management and associated higher personnel costs. These can also lead to errors that may result in property damage, defective products, or inadequate services. This may result in short- to medium-term financial burdens for Fresenius. Indirectly, such grievances also entail the risk of a shortage of qualified personnel, which could also present a competitive disadvantage. If legal and compliance cases should arise regarding working conditions at Fresenius, this could also pose a reputational risk for business partners, causing them to refrain from working with us in the worst case. In addition, it is possible that work-related accidents and injuries could result in high costs, posing a short- to medium-term financial risk for Fresenius.

At Fresenius, we promote international and interdisciplinary collaboration as well as diversity and inclusion throughout the Group. Various actions are aimed at creating a healthy and discrimination-free working environment for all employees. We also keep minorities and other groups at risk of discrimination in mind. This is a result of the respective national legal requirements and is implemented by us, e.g. through representative bodies for severely disabled employees in Germany. The working environment we strive for should enable our employees to integrate well and thus pursue their personal professional ambitions. Equal treatment and respectful communication can create open and trusting dialogs; they form the foundation

for a culture of further education and feedback from which everyone involved should benefit. We are thus seeing actual positive impacts in terms of equal treatment and equal opportunities for our employees.

As set out in our Code of Conduct, acting ethically and responsibly is part of our corporate responsibility. This includes respecting internationally recognized human rights, social standards, and ethical principles. We are guided by international standards and applicable legislation, taking into account local market criteria.

Based on a conducted risk analysis, violations of human rights, e.g. through discrimination, a lack of occupational health and safety measures, non-respect of working hours and rest breaks, or a failure to respect the freedom of association, have a significant impact on our employees and also pose considerable medium-term financial risks − for example if they lead to lawsuits and we incur high legal costs as a result. Furthermore, potential reputational damage can affect both business and capital market relations, putting Fresenius at a competitive disadvantage. This also includes potential cases of human rights violations, which we aim to avoid through our management approaches in the area of human resources and respect for human rights in the value chain. Based on our risk analyses carried out so far, child labor and forced labor are not relevant issues for our own businesses or workforce.

[S1-1] Policies related to own workforce

As part of the ongoing #FutureFresenius transformation process, we established the new Group Human Resources function in the second half of 2024. This combines the Human Resources functions of Fresenius Corporate, Fresenius Kabi, and Fresenius Helios. A newly formed management team expands the previous competencies and now takes on the global management of important human resources issues. The roll-out of the respective changes in governance structure will be conducted step-wise starting in 2025.

The new organization is based on what is known as the Employee Journey, i.e. comprehensive support of employees from the recruiting and selection process, through further development, to the point at which they leave the company. We want to provide our employees with the best possible support in the various phases of their careers while also promoting their commitment and development. At the corporate level, global Centers of Excellence (CoE) have been formed to focus on key human resource topics such as Talent&Leadership or Total Rewards. Our HR (Human Resources) Business Partners work at the interface between the HR department and our business segments. They advise on HR matters and translate business strategy into HR needs at the global, national, and local level. Together, we strive to build an effective HR organization that focuses on innovation and collaboration.

Sustainability Statement

Our working environment is characterized by regulatory changes in the industry, but also by increasing digitalization, cost pressure in healthcare, and the resulting need for greater process efficiency. By setting up a global HR function, we want to ensure that the future and identified impacts, risks, and opportunities under these circumstances are adequately addressed. We have initiated an organizational transformation, and the associated measures will be implemented from 2025. These are derived from the results of the employee survey, and the main HR metrics, as listed in this topical standard from page 226 onwards. We have also incorporated current HR-related market trends into the development of our organizational transformation. We have announced the ongoing changes on the Group intranet and will continue to provide updates through internal communications.

Within the Management Board, the Sustainability Board member is responsible for managing strategic Group-wide targets and projects in the area of human resources. The new central human resources organization described above has been in place since September 1, 2024. The Chief Human Resources Officer (CHRO) of the Fresenius Group reports directly to this Member of the Management Board. The existing reporting and control processes shall ensure that adequate reporting lines are or will be established to identify, monitor, manage, and oversee impacts, risks, and opportunities. Until then, the operational implementation will take place within the business segments or their divisions. The management concepts for the company's own employees

are the responsibility of the respective management functions and are anchored in the local organizations. Responsibility for personnel issues is regulated, for example, by a business allocation plan. In the Group Human Resources Leadership Team of Fresenius, the personnel managers and responsible business segment functions and the Group Human Resources function discuss personnel issues on a monthly basis and make decisions on Group-wide projects and initiatives. The Sustainability Board member is regularly informed about this by the Group Human Resources function. We describe the cooperation between the Management Board, the Supervisory Board, and the employee representative bodies, e.g. the European Works Council, in the employee participation section of this topical standard.

The commitment of our nearly 180,000 employees worldwide forms the basis of our success. Their achievements, skills, and dedication help our business segments to hold leading positions in their respective markets.

The employees in the Fresenius Group have supported the changes that have occurred in recent years, partly due to the pandemic, in our production facilities, logistics and distribution centers, and, last but not least, in the hospitals. Whether it is recruitment, employee retention and development, or working models, the changes are also increasing due to the further digitalization of work steps and processes. Many of the innovations have proven to be so efficient and useful that we will retain them permanently. These include, for example, the virtual or hybrid implementation of training courses, programs, and team meetings. Initial interviews with applicants as part of the recruitment process are sometimes conducted virtually.

Internal communication on material sustainability aspects as described in this topical standard takes place continuously on the Group intranet and through appropriate communication to departments, groups of people, or all employees by email or other suitable communication channels. We provide employees with the most relevant guidelines and documents.

Group-wide guidelines and requirements At Group level, the Code of Conduct, which we describe in topical standard G1 Business conduct starting on page 286, forms the basis for day-to-day activities. Further segmentspecific guidelines are derived from it. Within the Fresenius Group, there are a large number of guidelines that determine the working environment and the scope of activities of our employees. The established guidelines serve to counter the existing and future impacts and risks, and promote opportunities, in an orderly manner. Measures derived from management concepts are based on them. The respective content is the responsibility of the business segments and specialist areas. Applicable collective bargaining agreements set further provisions regarding wage levels and other conditions in certain professional or tariff groups. Apprentices, student trainees, and interns generally work on the basis of employment contracts, i.e. training and internship contracts.

Sustainability Statement

In 2023, we implemented a Group Policy on Social and Labor Standards. The guideline describes our global social and labor law minimum standards. We expect our employees and managers in all business segments of the Fresenius Group to comply with this guideline without exception. Lower standards are not acceptable. Should national laws or practices restrict or contradict the standards set out in this policy, we will nevertheless apply the policy to the extent permitted by local laws. In addition, we require third parties, such as contractors, consultants, suppliers, and intermediaries, as well as other business partners, to comply with this policy and to apply comparable social and labor standards for all employees in their own operations, including their supply chains.

Group Policy is based on internationally recognized human and labor rights, namely the Universal Declaration of Human Rights and the two most important human rights instruments derived from it: the International Covenant on Civil and Political Rights (ICCPR) and the International Covenant on Economic, Social and Cultural Rights (ICESCR), as well as the Declaration on Fundamental Principles and Rights at Work of the International Labour Organization (ILO).

For the content of the guideline, the participating functions Global HR, Labor Relations, and the Human Rights Office consulted with other relevant departments to help design the content of the policy. Furthermore, the requirements of various stakeholder groups, e.g. employee representatives, were considered in the development of the guideline.

Recruitment

In order to meet our future demand for qualified specialists, we use a variety of different tools to recruit staff. We monitor our working environment and competitive surroundings closely to identify potential. Furthermore, we use digital personnel marketing, organize our own recruitment events, and present the company at career fairs. In recent years, we have significantly broadened our range of personnel marketing activities. We also want to be perceived as a reliable employer that values integrity.

Temporary workers are deployed in the business segments to compensate for short-term staff shortages, particularly in the area of care, in medical services, or in the event of temporary fluctuations in capacity utilization in production. Temporary workers are also partially hired for temporary replacements such as parental leave or longterm illness, or for support in projects.

The search for employees focuses on the following fields of action: training of qualified personnel internally, advertising for skilled workers, and searching the international labor market. In part because the training situation in Germany has worsened, particularly in the care sector, we are focusing on training young talent and specialists, e.g. in our own training facilities. In the hospital segment, we use partnerships with universities and our own training centers to bring graduates into contact with our company at an early stage and build up a relationship with them.

Fresenius Helios plans to cover a large proportion of the nursing staff required through its own training or training cooperations. In Germany, the business segment has 35 of its own training centers, including 67 schools in the specialist healthcare professions. At the Helios Academy, the training centers, and other country-specific education and training courses offered by Fresenius Helios, employees can undergo basic, advanced, and further training -- in both professional and personal skills.

Helios Germany, for example, takes part in official recruitment campaigns to find international employees. In addition, employees who have completed vocational training in the care sector abroad are supported, e.g. with applications or the search for language schools in Germany.

Sustainability Statement

In Spain, trained nurses can specialize through a specific program -- where they can choose between occupational health nursing, family and community health, obstetrics and gynecology, geriatrics, pediatrics, and mental health. Helios Spain has established partnerships with Spanish universities and offers training courses there or in hospitals in order to further develop the professional skills of nursing staff and recruit specialists. The company's own nursing schools complement the offer by expanding their training portfolio and adapting it to new market requirements.

As part of its Vision 2026 business strategy, which is embedded into the Group's transformation process under #FutureFresenius, Fresenius Kabi is further developing its HR organization as well as its talent retention and development strategies. By digitalizing tools for global recruitment and strengthening employee orientation, the company aims to increase its attractiveness as an employer with the goal of becoming an employer of choice.

In the reporting year 2024, Fresenius continued to face strong competition for personnel in the healthcare markets. Particularly in the hospital sector, it became apparent that positioning as an attractive employer, good working conditions, and flexible working models are essential in order to be perceived as an interesting company. The staff shortages continued, but were minimized by our focus on inhouse training and development of our own employees, as explained in the following Employee development section. Human capital development programs should further support this progress.

Employee development

We offer our employees the opportunity to develop professionally in a dynamic international environment. To this end, we use different policies and actions for personnel development in our countries and regions -- depending on their own customer and market structures. We constantly adapt our approaches to current trends and requirements and also take into account the feedback from employees. In addition to Group-wide mandatory training courses on the respective Codes of Conduct and on integrity, there are mandatory training courses on environmental management, occupational health and safety in the business segments, and, where appropriate, quality management. Digitalization is also playing an increasingly important role in the daily work done by our employees. Therefore, we integrate digital skills in alignment with the digitalization grade of the respective function. Segment-specific talent management and individual further training offerings for employees and managers are our other personnel development measures.

All employees who are directly involved in production, as well as employees who work in a supporting role (e.g. technical maintenance, IT) receive mandatory training in job-related good manufacturing, control, and distribution practice and in occupational health and safety and environmental protection. Further information can be found in the Training and skills development metrics section starting on page 235.

Succession Planning

The succession planning process was revised in 2024 and implemented in a structured manner throughout the Group. This year, the focus was on 42 key positions up to two levels below the Management Board. For these positions, both successors who can take on the corresponding roles in a timely manner in an emergency and potential successor candidates were defined.

In the reporting year 2024, there were changes in the Management Board and in the management and executive committees of the business segments. In the process, one position on the Management of Fresenius Kabi was filled externally.

Leadership development

We offer two cross-segment programs for our top management levels. Participation is based on qualification and is in line with applicable provisions.

In the reporting year, we conducted our fundamentally revised Top Executive Program Strategy × Finance × Leadership in collaboration with the Harvard Business School for the first time. A total of 31 executives participated, including 5 women (16%). A further implementation with 37 participants, including 8 women (22%), started in November of the reporting year.

Together with the Executive School of the University of St. Gallen, we offer the Strategy Execution, Change Management&Collaboration program, which is aimed at middle managers. A total of 54 people, 21 of whom are women (39%), participated in the two programs in 2024.

Sustainability Statement

In addition, the operating companies offer their own development programs for their executives. The Corporate /Other segment and Fresenius Kabi, for example, offer two management programs aimed at both new and advanced executives -- the New Leaders Program and the Advanced Leaders Program. In the reporting year, 49 executives took part. In our clinics in Spain, 424 employees participated in executive training programs, of which 72% were women.

In 2024, the segment Corporate /Other and Fresenius Kabi again conducted a joint learning program on Leadership for Women -- Boost your Self-Positioning. The 133 female participants were able to strengthen their self-positioning using various topic modules and network across business segments by means of peer group coaching.

Fresenius Helios offers development programs for new managers at its clinics in Germany, such as trainee programs or start-up management. Furthermore, management development programs are offered and successfully implemented for experienced managers in specific professional groups and across professions.

Employee retention

Fresenius aims to offer employees at corporate and business segment level basic compensation that shall be in line with the market, transparent, and appropriate. This is defined, for example, on the basis of collective agreements or internal compensation guidelines. In addition, we offer various benefit components, for example employee benefit

programs, profit-sharing bonuses, pension plans, compensatory time accounts, and tariff-based future payments. Not all elements are implemented equally within the Fresenius Group. However, they may be accompanied by local benefits depending on the market and employee requirements and regulatory provisions. When developing performance components, the focus is on ensuring that performance reflects the value of a position, as well as market trends for the respective career level and local requirements.

Due to the development of a global HR function and further reorganization measures within the Group, the management approaches to employee retention focus on creating structures that support the long-term success of the company. After successful implementation of the planned measures within the framework of #FutureFresenius, further employee retention activities can be implemented as needed. In addition, Fresenius is working intensively on positioning and strengthening its employer brand.

The employee participation program SHARE has been in place since 2023. Participants can purchase a discounted block of ordinary shares in Fresenius SE&Co. KGaA every year. The program also includes the distribution of an amount linked to the achievement of four specified targets. The first distribution took place in 2024, in line with the targets achieved in the 2023 fiscal year. In the reporting year, the new FlexBenefits budget was also introduced. Employees can choose between various benefits in the areas of health, mobility, or family and are thus supported with sustainable and customized benefits. Both offers are equally available to employees of the participating companies in the Corporate /Other segment, including Fresenius

Digital Technology GmbH, as well as all German companies in the Fresenius Kabi business segment.

Flexible working models

The feasibility of flexible or mobile working models depends to a large extent on both operational requirements and local conditions. In recent years, part-time and flextime models, job sharing, and mobile working models, among other things, have been further made available for employees in administrative areas in particular.

Increasing digitalization of collaboration and work processes is supporting the implementation of more flexible working models. In order to acquire the necessary digital skills, employees receive training tailored to their needs. For more information on the digitalization of Fresenius' products and services, please refer to the company-specific standard Digital transformation chapter from page 280 onwards.

At Fresenius Kabi in the United States, the extended paid family leave was continued in the reporting year. Eligible employees may take up to eight weeks of paid leave for qualifying family reasons. Qualifying reasons include time away after the birth or adoption of a child, including a child placed for foster care, or for the care of an immediate family member with a serious health condition.

Sustainability Statement

The Fresenius Group also supports employees during career changes. Intra-Group transfers, including across national borders, are made possible by the internal publication of vacancies in the business segments. This is intended to retain employees within the Group. This is partly complemented by transition programs for people entering retirement, e.g. long-term accounts or reconciliation of interests negotiations in the event of terminations. The respective programs and measures are based on local requirements. There are individual agreements with employees or collective measures.

As a healthcare Group, we not only bear responsibility for the well-being of our patients, but also for the health and safety of our employees. The Fresenius Code of Conduct stipulates that we take the necessary measures to protect our employees and prevent work-related accidents and illnesses. Creating a safe and healthy working environment is a priority for us. When it comes to health protection, prevention is our basic principle: We therefore provide our employees with comprehensive programs to promote their health and prevent work-related illnesses. The return of employees after an illness is regulated, for example, by the company integration management system.

We have introduced numerous management systems and measures throughout the Group and adapted them to the specific business models of the business segments. They focus on occupational health and safety in the production area as well as occupational health management for

employees in healthcare facilities or in administration. All locations are also subject to the respective local regulations and laws. Compliance with these regulations is ensured at local level. In addition to statutory regulations, internal guidelines and directives such as management manuals and standard operating procedures also play a significant role in occupational health and safety. In addition to the Group-wide Fresenius Code of Conduct, the business segments have their own guidelines that regulate occupational health and safety, e.g. the Clinical Code of Conduct for the rehabilitation and nursing units and medical personnel in the healthcare services market segment.

The internal requirements are supplemented by corresponding internationally recognized standards for management systems such as ISO 45001 at some locations as well as other certifications in accordance with ISO or national standards. The overarching aim of the ISO 45001 management system is to continuously improve occupational health and safety management, align it with internationally recognized methods and ensure the effectiveness of existing procedures and systems. To drive this forward, we are consistently expanding the number of entities certified to this standard. We have the ambition to create a uniform occupational health and safety management system in all areas of the company in order to optimize occupational health and safety in a standardized manner.

The management systems as well as applicable occupational health and safety regulations and instructions for employees of the Fresenius Group also apply to individuals with temporary employment contracts. This ensures that people performing work on a company site or in our buildings are sufficiently protected.

Organization

Occupational health and safety at the Fresenius Group is organized on a decentralized and country-specific basis. The Management Board members responsible for the business segments are responsible for operational management. Responsibility and control for occupational health and safety lies with the respective Management bodies, committees, or management functions of the business segments and is anchored in the local organizations. They decide on the management approaches and regulate the responsibilities within the management, e.g. via a business allocation plan. The business allocation plan of the Management Board does not provide for a separate department for this purpose.

The occupational safety specialists in the business segments provide advice and support on all matters relating to occupational health and safety. This includes, for example, determining the need for risk assessments as well as their preparation, implementation, and effectiveness monitoring. At a local level, we work closely with the relevant accident insurance institutions and authorities in the interests of our employees and the temporary workers we employ.

Sustainability Statement

Monitoring process

ISO 45001-certified sites as well as all clinics, subsidiaries, and service companies of Fresenius Helios in Germany have an occupational health and safety committee. In addition, national requirements are to be applied, which may include the provision to establish health and safety committees. At their regular, e.g. quarterly, meetings, these committees discuss identified risks and possible measures and review the effectiveness of the defined measures.

At clinic locations in Germany and Spain, local employee representatives have introduced similar committees.

Within the Fresenius Group, we use applications that help us to manage, evaluate, and control personnel data. The evaluations serve as information for various internal stakeholders, e.g. employee representatives. In this way, we create transparency with regard to the most important key figures. Furthermore, the key figures enable joint decision-making in the Human Resources Leadership Team, the derivation of measures where necessary, and an exchange of best practice examples in order to further develop HR management in our business segments. We also regularly record and report data on occupational health and safety -- such as absenteeism, occupational illnesses, or accidents at work -- e.g. monthly or quarterly, in order to identify deviations. If deviations occur, our specialists initiate a root cause analysis, evaluate the results, and implement corrective or preventative measures if necessary.

In addition, on-site coordination is primarily used to monitor the effectiveness of risk assessments and the effectiveness of local management approaches to occupational health and safety. In the healthcare services market segment, specialized occupational health and safety experts, occupational physicians and hygiene specialists check whether the requirements, e.g. for occupational medicine, occupational health and safety and their management, are being met in accordance with official regulations. In doing so, they continuously coordinate across business segments and develop improvement processes.

The Management Board is informed about occupational health and safety as part of risk reporting, i.e. about risks or incidents that could have a significant impact on rights holders and the operating business, reputation, or value chain of the Group and its market segments.

Risks and incidents are consolidated as part of the annual reporting at Group level. The Supervisory Board as a body is informed of the results at least once a year.

The commitment of some of our market segments' to occupational health and safety is supported, monitored, or certified by external partners or supervisory authorities.

The local managers review our approach to occupational health and safety to ensure its continued suitability, appropriateness, and effectiveness and to identify potential for improvement, e.g. on an annual basis. Regular, in some cases annual, internal audits support the verification of data and management approaches for both ISO 45001-certified and non-certified entities. In this way, we ensure compliance with internal guidelines and regulatory provisions.

The management system of our production facilities is audited and certified annually by TÜV Rheinland, for example. If other external institutions conduct audits, these are coordinated with local management.

Hazard assessments

An occupational health and safety (OHS) system includes processes for identifying hazards and deficiencies, assessing risks for potential incidents, and determining control, correction, or mitigation as well as prevention and improvement measures. These risk assessments are an important part of our occupational health and safety management.

Physical as well as mental or psychosocial health and safety risks are identified, analyzed, and evaluated at workplace level and reduced to an acceptable level through targeted measures, or even eliminated completely. The assessments include hazards that arise from work-related activities in the immediate vicinity of the workplace, as well as those that exist outside of the workplace but that may still affect workplace health and safety and health for employees. Risk assessments include all employees who perform or have access to routine and non-routine activities at workplaces. All current and planned workplaces, workflows, (OHS) processes, and tasks and their design are assessed -- as are human factors such as individual behavior. The design of workplace infrastructure, equipment, and materials, whether provided by us or by third parties, is also included.

Sustainability Statement

Corresponding risk assessments are carried out regularly -- usually annually, but at least every three years -- and in close consultation with the respective department heads and local experts responsible. In the production sector as well as in the hospital sector, employees are included in the risk assessment. Documentation is recorded in relevant safety and health protection documents. Key risk areas are identified, for example, via accident reports or employee input and undergo rigorous assessment. In addition, risk areas in clinics and in production are also examined preventively for potential hazards. Our assessments are implemented by the business segments in accordance with applicable legal requirements for risk assessments as well as the requirements for ISO 45001 certification and the implementation of necessary controls. In Spain, for example, sexual violence is part of the risk assessments as required by Spanish regulations.

In addition, processes are in place for dealing with particularly vulnerable employees. These include pregnant women, women who have recently given birth or are breastfeeding, employees with recognized impairments or disabilities, minors, and employees who are particularly susceptible (temporarily or permanently) to the risks associated with their work due to personal or socio-occupational characteristics or their physical constitution. The purpose is to take special preventive and protective measures through the health monitoring service tailored to their positions or activities -- for example by adapting their workplace or transferring their activity to another one.

If an company uses biological agents, these substances are evaluated in accordance with applicable legal regulations. The corresponding internal risk assessment is recorded in a health and safety document. Preventive measures are established before the respective process is initiated. In addition, hazardous materials inventories are maintained in the clinical area.

Training

The Fresenius Group conducts regular occupational health and safety training to prevent incidents in its fields of operation. To prevent work-related injuries and occupational accidents, all new employees receive safety training at the very beginning of their employment, and standard training at least annually thereafter. For incident scenarios with high risks, training takes place more frequently. Helios Germany, for example, conducts quarterly drills on power failure scenarios, in different parts of the building each time.

In addition to the standardized approach to occupational health and safety, the business segments conduct training for specific workplace risks. In our clinics, employee health and safety training courses cover, besides general topics, specific areas such as hand hygiene, safely handling work equipment/medical instruments, protection against infections, as well as emergency prevention and response. Training provided at production sites focuses on, among other topics, safely handling work equipment and chemicals, and emergency prevention and response.

At Fresenius Kabi, the global OHS function checks not only compliance with applicable standards during internal audits, but also, for example, the training matrix and whether relevant training has been carried out. Any relevant deviations will be included into the local and global Corrective and Preventive Action (CAPA) list, to ensure any potential gaps are closed systematically. All sessions are available on the global EHS (Environment, Health, and Safety) and OHS intranet page.

Workplace reintegration management

In the countries in which we operate, laws, health and safety regulations, and collective agreements differ with regard to workplace reintegration, e.g. after a long illness. In general, the longer a sick employee is unable to participate in the work process, the more difficult it will be to reintegrate him or her. It is therefore important that an employee can return to work after sickness as quickly as possible, if necessary in the form of an adapted job or in a different role. Within the Group, various regulations are applicable, as the following examples show:

►At our locations in Germany, the statutory company integration management system applies. In Germany, employees who were unable to work for more than six weeks within a year (either one prolonged absence or multiple absences) are entitled to a reintegration procedure. In close cooperation with the person concerned, local site management coordinates with relevant employee representatives to assess the options for overcoming an employee's inability to work and to provide preventive support. The aim is to make workplace

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Sustainability Statement

reintegration flexible and as needs-oriented as possible, thereby ensuring that employees can return to work long-term. In a first step, affected employees are informed in writing about their options as well as about the structure and participants of an initial returnto-work conversation. Potential further measures resulting from this initial conversation can also involve additional groups and individuals -- as agreed upon with the person concerned.

  • ► In Austria, employees affected during their part-time employment receive a reintegration allowance from the competent social insurance institution in addition to the compensation to which they are entitled, which compensates for a large part of the financial losses.
  • ► In Spain, a medical examination of the employees concerned is carried out by the Risk Prevention Service after longer periods of sick leave, to reassess the returning employee's fitness for the workplace, which supports a quick return-to-work process. Furthermore, subsequent tailored measures to protect an employee's health and well-being, provided by each respective local occupational health management unit, support the reintegration.
  • ► In the United States, we provide a Short-Term Disability program for sick leaves. Eligible employees are granted up to 26 weeks' leave of absence and receive between 60% and 100% of their normal wage. Upon their return, employees are retrained to facilitate their reintegration.

► In the Dominican Republic, our internal medical unit provides support to employees on long-term sick leave when needed in accordance with legal requirements. If employees are able to return to work, we offer them a position with the lowest possible health risk considering business needs and personal qualifications. In addition, affected employees are supported by the internal medical unit and labor relations for a certain period of time.

Patient safety

In addition to employee health and safety, patient and user safety at our facilities is also of great importance. For information on patient safety in the context of medical treatment, please refer to the topical standard S4 Consumers and end-users, section Health and safety from page 255 onwards. In the hospital sector, we have also implemented various measures to protect patients from hazardous situations outside of medical treatment. Such hazardous situations can be, for example, fires, power outages, or weatherrelated circumstances, such as ice on parking lots or hospital access ramps in winter. If such situations occur, appropriate emergency and fire protection plans are in place, for example to ensure the evacuation of patients. Hospital staff are prepared for such crisis situations through annual mandatory training. Business continuity plans for crisis situations complement existing safety measures.

Promoting health and well-being

Complementing our comprehensive occupational health and safety measures, we have developed further voluntary country-specific offers that promote employee health, wellbeing, and healthy lifestyles. These offers are organized on a decentralized basis so that they can be tailored to the needs of our employees as precisely as possible. On the one hand, our offers are aimed at promoting and maintaining physical health and include, for example, vaccination programs and preventive medical check-ups by our company doctors. On the other hand, there are contacts, hotlines, and information focusing on mental health issues. In Germany and Spain, Fresenius provides courses on nutrition and physical activity, as well as on emotional management. In addition, employees and their families receive external and anonymous psychological counseling if needed.

At Fresenius, we promote international and interdisciplinary cooperation as well as equal opportunity and inclusion throughout the Group within the applicable provisions of the relevant jurisdictions in which we operate. The diversity of our markets and locations is also reflected in our workforce. In Germany alone, we have around 150 nationalities among our employees. We attach great importance to equal opportunities for all employees in the workplace as well as in the application, selection, and development procedures. In order to integrate equal opportunities into all processes and workflows and to overcome barriers or unconscious bias, the business segments develop concepts

Sustainability Statement

for equal treatment and opportunities for all that are adapted to the requirements of their respective business models and regions. In doing so, we comply with the relevant laws of the respective regions and, above all, we observe all anti-discrimination regulations. With this approach, we want to provide a framework that enables our employees to integrate into a workplace that supports them in pursuing their individual professional ambitions.

At Fresenius, we support equal opportunities for all and consciously oppose discrimination of any kind. The reasons for discrimination are far-reaching. This has led us to include a clear statement in our guidelines that we reject any form of discrimination. This includes all aspects required by the ESRS and applies equally to employees, business partners and their workforce, and patients.

Our dealings with each other are characterized by mutual respect: open, fair, and appreciative. We do not tolerate insults, humiliation, or harassment. This applies to both internal and external discrimination in everyday working life. Our managers have a special responsibility in this regard and serve as role models. These values and our commitment to diversity are set out in the Fresenius Code of Conduct, which is binding for all employees. It forms the foundation of our cooperation and corporate culture.

The elimination of discrimination is both a component of our Group-wide compliance programs and a key element of our Human Rights Program.

These concepts are supplemented by suitable controls, process documentation, training concepts, awareness-raising measures, and the use of whistleblower systems. In this way, we want to ensure that discrimination, including harassment, is prevented, contained, or combated in our operational business if we become aware of violations, risks, or impacts.

A key component of reporting is communication on the intranet and social media. These communication formats provide the Management Board with the opportunity to draw specific attention to initiatives for equal treatment and opportunities for all and to strengthen employee awareness of these issues. It is particularly important to include affected employee groups in this communication and to show them that we take their interests into account.

In addition, we also want to address potential new employees with our initiatives.

Internal and external requirements

In 2023, the Management Board signed the Diversity Charter for Fresenius. In doing so, the healthcare Group sent a visible signal of support for diversity and inclusion within its own company. The aim of the initiative is to promote the recognition, appreciation, and inclusion of diversity in the world of work in Germany.

At Group level, the requirements resulting from internal guidelines, e.g. the Code of Conduct, or external requirements, e.g. collective agreements, apply to the business segments. Collective agreements and works agreements

also stipulate that all employees covered by them are entitled to defined benefits. Due to varying local legislation, these internal guidelines are important frameworks for enabling a tolerant and respectful working environment. In this way, we want to ensure that local laws are taken into account and that, as part of our business activities, we guarantee that people can work for us or be supplied with our products without fear of discrimination.

In addition to internal guidelines, all locations are subject to the respective local regulations and laws -- in Germany, for example, the General Equal Treatment Act, the Pay Transparency Act, and the Works Constitution Act. Compliance with these regulations is ensured at local level. The relevant departments are responsible for communicating the requirements through specific training and checking their application through process documentation. In the area of recruitment, for example, incidents of discrimination can be prevented if experts who have previously successfully completed training on recognizing unconscious biases are involved in the processes. Further information on this topic is provided on the next page in the section Working environment.

At some locations, we are required by national law to draw up equality plans to promote equal opportunities, create pay transparency between men and women, and guarantee non-discrimination in the workplace. In 2024, around 70% of employees at Helios Spain were covered by equality plans.

Sustainability Statement

Organization

On the Management Board, the Sustainability Board member is responsible for managing strategic Group-wide projects for equal treatment and opportunities for all. The Management Board members responsible for the business segments are responsible for operational management. The Management of the business segments shape their management approaches and regulate responsibility for for equal treatment and opportunities for all, e.g. through an organizational chart. As part of our new global HR function, the Talent & Leadership department is responsible for equal treatment and opportunities among in human resources. In the Group Human Rights Leadership Team of the Fresenius Group, the HR managers and responsible functions of the business segments coordinate on HR topics on a monthly basis, decide on Group-wide projects and initiatives, and also exchange ideas on anti-discrimination issues.

In order to address existing and potential challenges in connection with equal treatment and opportunities for all in a context-specific manner, responsibilities have also been defined at regional level. Expert functions are responsible for implementing approaches and country-specific regulations.. Experts in the various departments develop training courses, communication materials, and programs in coordination with other Group functions.

Working environment

At Fresenius, the international and interdisciplinary work environment leads to intercultural teams coming together to drive improvements in patient care, optimize internal processes, and convince potential applicants of our corporate culture. An international and intercultural composition of teams -- especially in our corporate functions -- can facilitate cooperation. In many central functions, for example, there are employees who are responsible for different regions and are expected to provide the best possible support across different segments internationally.

In order to sustainably promote tolerance and appreciation within these teams in the long-term, it is not only necessary to have a corresponding culture that is exemplified by the management bodies; employees also receive training and further education on the topic of diversity.

Our aim is to increase employees' awareness of equal treatment and opportunities for all, and value all people. In this way, we create a spacefor inclusion. To raise awareness of the issue of unconscious biases, we offer online training on this topic for employees and especially for managers in the Corporate /Other segment. This gives our employees the opportunity to learn how to question decisions and recognize unconscious thought patterns, stereotypes, and prejudices.

We want to support employees in all phases of life and in particular promote the compatibility of family and career -- in the spirit of equality. We therefore offer them a wide range of opportunities for flexible working. The countryand location-specific offer depends on the applicable collective agreements and -- if available -- equality plans. Further information on flexible working models can be found in this topical standard in the section Policies related to working conditions starting on page 212.

Employee networks

Within the Fresenius Group, various employee groups have been formed. Employee groups are open to all employees regardless wether they are members of a targeted group. These networks are key, and support the Group's aspiration to develop a work environment in which equal treatment and opportunities for all as well as appreciation go hand in hand. This aim is also reflected in the Diversity Charter.

Sustainability Statement

Employees with disabilities

The Fresenius Group also employs people with impairments, some of which are severe disabilities -- such as people who use wheelchairs, as well as those who survived cancer or, for example, live with diabetes, rheumatism, or depression. Collaborations, e.g. with sheltered workshops, also enable people with mental disabilities to work for us. Fresenius is committed to the inclusion of these people. We want to enable our employees to apply their knowledge and skills as fully as possible. In doing so, the respective local legal requirements must be implemented. As these differ significantly in some cases, management is decentralized and local.

In Germany, elections for representatives of the severely disabled are held every four years at Fresenius facilities where at least five severely disabled persons are employed on a more than temporary basis. All members of the company can stand for election to this office. We also have corresponding committees in our clinics in Spain.

Helios Germany has concluded an overall inclusion agreement with the division's representative body for persons with severe disabilities. It strengthens the participation of (severely) disabled people and employees at risk of disability and promotes equal opportunities. Furthermore, it aims to prevent employees with (severe) disabilities from being discriminated against or socially excluded.

Helios Spain has dedicated programs for the recruitment, integration, and development of employees with disabilities. The business segment thus complies with the legal requirement in Spain for at least 2% of employees to be people with disabilities. Exceptions are possible and must be explained by the companies concerned before being accepted by the competent authority. Helios Spain has also signed an agreement with the representative foundation Fundación Integralia DKV to promote diversity in the division.

Monitoring process

The effectiveness of the measures addressing equal treatment and opportunities for all is discussed if risks have been identified or incidents have occurred that could have a significant impact on our employees, the operating business, reputation, or value chain of the Group and its business segments.

At Group level, HR-data on equal opportunity and inclusion is collected as needed, but at least annually, and communicated to internal stakeholders, e.g. employee representatives or the respective representatives of the severely disabled. In addition, the business segments have supplementary reporting processes, e.g. on a monthly or quarterly basis, to identify deviations from internal targets or objectives. If deviations from applicable provisions occur, the responsible persons initiate a root cause analysis, evaluate the results, and, if necessary, implement corrective or preventive measures to adhere to the respective legal provision in future.

In our Human Rights Statement, we describe our commitment to respecting human rights and the associated environmental aspects in our own operation and in our value chain. Among other things, we are committed to providing a safe and respectful work environment, paying market-oriented, transparent and appropriate wages, and promoting equal treatment within our workforce and along our value chain. Further information on our Human Rights Statement and our Human Rights Program can be found in the topical standard S2 Workers in the value chain starting on page 241.

[S1-2] Processes for engaging with own workforce and workers' representatives about impacts

In recent years, we have established various dialog formats to strengthen communication between management and our employees -- both at Group level and in the individual business segments. This allows the Management Board to provide employees with information on important issues personally. In addition, we promote our feedback culture and the constructive exchange of ideas. As explained from page 211 of this topical standard, we believe that a well established dialog with employees and employee representatives has a positive impact on good working conditions as well as equal treatment andequal opportunities. In the

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following, we explain various formats of involving employees, the concept, and, where applicable, their evaluation. Within the Management Board, the Sustainability Board member is responsible for the design of these formats.

Employees at the level of the corporate functions as well as our global locations have the opportunity to provide feedback and engage openly and directly with the company. In 2022, we introduced an annual Group-wide employee survey for this purpose. In this way, we regularly collect feedback from our employees on their working environment. We inquire about the strengths as well as about opportunities to improve. The aim is to obtain a picture of opinion and sentiment about working at Fresenius based on the survey results. Additionally, standardized questions on diversity, work-life balance, development, and compliance are asked across all business segments. In addition, the business segments can include their own questions, e.g. on teamwork, feedback culture, or appreciation.

The results of the survey enable us to identify potential for improvement at team, division, segment, and Group level (see section Employee engagement on pages 227). The employee survey and the assessment of the Employee Engagement Index (EEI) are important tools for developing as an employer, attracting new talents, and retaining our employees in the long-term. Employee engagement is also related to relevant HR KPIs such as absenteeism, turnover, productivity, and customer care.

Trust and cooperation between management, employees, and employee representatives is well established at Fresenius. It is an integral part of our corporate culture. Open and ongoing dialog between management and employee representatives, as well as trade unions, is important to us.At Group level, the Sustainability Board member is in exchange with the European Works Council (EWC) of Fresenius SE&Co. KGaA. At the regional or local level, the responsible specialist functions conduct the discussions with employee representatives as well as the trade unions.

Existing internal codes and guidelines include the commitment to respect international working and social standards. Fresenius respects the right to freedom of association and collective bargaining. This also includes the right of our employees to decide freely whether or not they wish to form an employee representative body or a trade union and/ or be represented by such a body, in accordance with the law at the respective place of work. We are committed to an open and solution-oriented dialog between our employees and their representatives, and our management within the relevant legal and operational frameworks. This commitment is anchored in our Human Rights Statement. For more information, see the topical standard S2 Workers in the value chain starting, section Our approach on pages 242 f.

In European countries, workplace representation bodies are organized according to national law. The business segments have overall responsibility for dealing with local employee representatives and trade unions at country or site level. Our discussions with these representatives focus on local and regional circumstances. Together with the employee representatives, we aim to find tailored solutions to the challenges in the different locations.

Fresenius has reached an agreement with the EWC, establishing a structured dialog with international trade union associations. On this basis, meetings are held once a year between representatives of the business segments, the employee representatives of the Supervisory Board, the EWC and the international trade union associations. In the reporting year, the meeting took place in November. The exchange was about activities relating to human rights due diligence, reorganization processes and their impacts on employees in the Group, as well as migration of skilled workers at Fresenius Helios.

The EWC represents all Fresenius employees in the EU and the EEA. It is responsible for their participation in cross-border measures, insofar as these have a significant impact on the interests of Fresenius personnel and affect at least two countries within its area of responsibility, such as the relocation or closure of companies or collective redundancies. The management informs and consults with the

Sustainability Statement

EWC on the following topics, for example: the structure as well as the economic and financial situation of the Group, its anticipated growth, the employment situation, investments, organizational changes, and the introduction of new work and production processes. The EWC meets regularly once a year, while its executive committee convenes three times a year, partially in hybrid form. There was also one virtual extraordinary meeting of the Executive Committee in the reporting year and one on-site extraordinary meeting of the EWC. The European trade union federations IndustriALL and the European Federation of Public Service Unions (EPSU) attend the meetings at the invitation of the EWC.

The focus of the EWC in the past fiscal year was on the transformation process of #FutureFresenius and projects in the Group's business segments for reorganization, e.g. measures in connection with the Vision 2026 strategy, the digital transformation, the Group-wide cost and efficiency program, and compliance matters relating to the Group's human rights declaration, sustainability, and corporate social responsibility (CSR). The EWC also discussed the global engagement survey as well as international projects, such as those in logistics or the supply chain.

At its annual meeting, the EWC entered into dialog with the Management of Fresenius Kabi and Fresenius Vamed.

Regular training courses are held for the members of the EWC; in the reporting year, e.g., on the role of the European Union, European regulation as well as European elections. Through company visits, the members of the EWC regularly gain an impression of the various locations and interact with employer and employee representatives. In the reporting year, the EWC visited the European Central Bank. The Executive Committee was on-site at a Fresenius Kabi location in Verona.

The EWC elected six employee representatives to the Supervisory Board of Fresenius SE&Co. KGaA, including one representative of the trade unions.

To support dialog between management and employees, video messages from the CEO on relevant topics, for example, are published on the global intranet to encourage lively discussions. The other board members also communicate on new developments in their departments. Also, regular town halls are held in which members of the Management Board report on relevant developments in the Group. In addition, digital formats and on-site meetings foster the exchange between the CEO and top executives. Various dialog formats are used within the Group. We offer a standardized feedback discussion between supervisors and employees on performance, competencies, and development potential for our employees every year. It serves to strengthen

the exchange on the individual development planning and promotion of the employees. In addition, it is intended to strengthen employee loyalty and reduce staff turnover. Furthermore, non-tariff employees agree their annual targets with their superiors as part of the appraisal interview. The superiors then evaluate the extent to which the targets have been achieved.

The various feedback and dialog formats are designed to ensure that the effectiveness of the collaboration between the company and its own employees is visible.

As explained on page 211 in this topical standard, section Equal treatment and opportunities for all, there are groups of employees for whom additional representations have been established. Their perspectives are incorporated into the communication and are made accessible locally to those affected at a location through meetings held at least once a year, e.g. as part of a general meeting.

Sustainability Statement

[S1-3] Processes to remediate negative impacts and channels for own workforce to raise concerns

In addition to the dialog formats described in section S1-2 Dialog with own workforce and employee representatives on pages 222 ff., we offer our employees various reporting systems for reporting violations of regulations with reference to employees, to the principles of the Fresenius Code of Conduct, our voluntary human rights commitment, and other possible misconduct. Our employees and external stakeholders, as well as external labor, can report information online and in various languages -- anonymously, if necessary. Furthermore, as previously described, there is the possibility of informing the local employee representative body (works council), as far as they are established.

In addition, employees have the option of confiding in an ombudsperson in the event of conflicts or misconduct. At Helios Spain, incidents involving sexual and genderbased harassment can be recorded via a dedicated complaint protocol.

There are no Group-wide guidelines in the HR department on how procedures are to be carried out in order to implement remedial measures. We consider that such a framework must be very broadly defined in order to be able to reflect the respective individual criteria of the report. The basic principle for all procedures is that we must always ensure that all reports are followed up, especially if they indicate a possible significant negative impact on

people in our workforce or circumstances that have contributed to such an impact. An assessment and subsequent evaluation of effectiveness is also carried out on an individual basis and is not conducted at segment or Group level.

We follow up on all reports quickly and carefully in order to put a stop to violations promptly and take measures -- and to permanently eliminate abuses for the future. Further information on the processing of reports can be found in the topical standard G1 Business conduct, section Grievance and whistleblower mechanisms starting on page 289 and on human rights incidents in the topical standard S2 Workers in the value chain, section S2-3 Due diligence procedures and reporting channels starting on page 246.

We use notification systems or reporting processes for accidents at work to document and analyze all work-related accidents and incidents reported to us for our own employees and partly for temporary workers or other third parties working on our premises. Local management -- at Fresenius Kabi, global OHS management -- assesses these incident investigation reports. It decides whether technical improvements, additional working equipment, instructions, or further training are required to avoid reoccurrence in future and to improve occupational health and safety for employees. We also document relevant first aid cases and unsafe situations, including near misses. These are taken into account in the occupational health and safety analysis.

Work-related accidents are reported immediately in the respective systems as soon as they are known of and central functions are subsequently informed about accidents. Furthermore, we calculate the Lost Time Injury Frequency Rate (LTIFR) for internal reporting.

In accordance with legal requirements, all business segments document work-related fatal accidents in their respective internal risk management systems. They use locally defined reporting channels to inform the safety specialists directly responsible and, depending on process design and severity, regional or global OHS management functions as well. HR departments also immediately report serious and fatal accidents to the competent authorities and accident insurance organizations. Furthermore, as soon as work-related accidents with fatalities occur, we immediately review existing work processes and initiate a risk assessment.

In the hospital setting, the Critical Incident Reporting System (CIRS), which is described in topical standard S4 Consumers and end-users, section Health and safety, also applies for our employees. Further information is provided on pages 263 f. in the referenced topical standard.

Group-wide, our reporting systems enable the reporting of violations of internal guidelines on working conditions or occupational health and safety that could have a material impact on the company's financial position or reputation.

Information on communication and accessibility of the whistleblower channels as well as our clear commitment to protecting whistleblowers from retaliation can be found in the topical standard G1 Business conduct on pages 289 f.

Sustainability Statement

[S1-4] Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions

In the 2024 reporting year, Fresenius examined in the area of safety whether central guidelines for measures in connection with resources should be adopted in relation to the identified impacts, risks, and opportunities. The company's own business practices should not have or contribute to any material negative impact on the company's workforce. The measures taken in the reporting year should also serve, among other things, to detect possible deviations from this ambition, e.g. by evaluating the results of the Employee Engagement Index.

Depending on the impacts, risks or opportunities, as described on pages 210 f. in this topical standard, various procedures, e.g. status analyses, can be used to derive the necessary measures. For the planned Group-wide Safety Compliance Management System (Safety CMS), for example, an initial assessment of the current situation in the Group was carried out.

Fresenius wants to improve the health and safety of its own employees and other people, such as patients, by introducing a Safety CMS. It is designed at Group, segment, and site level and is intended to cover other safety topics in addition to fire protection risks.

The elements of the planned safety CMS are based on the elements of a compliance management system in accordance with the audit standard for compliance management systems of the Institute of Public Auditors in Germany (IDW PS 980) and are documented in a Group-wide safety guideline. It is based on the following eight core areas:

  • ► Objective

  • ►Culture

  • ► Risk assessment

  • ► Program
  • ► Organization
  • ► Process
  • ► Reporting
  • ► Monitoring

The implementation of the Safety CMS should also begin with the introduction of the Safety Policy in 2025.

For the introduction of the Safety CMS, we sought external advice in the 2024 fiscal year and implemented initial measures for the organizational structure; the costs for this amounted to around €1 million. Further activities planned for 2025 are to be covered by internal resources. Possible necessary investments, e.g. in technical equipment, are not budgeted separately. The associated amounts (OpEx or CapEx) are part of the general expenses for maintenance or the planned investments in technical infrastructure.

Beyond these activities, Fresenius did not adopt any central requirements for measures in connection with resources for its identified impacts, risks, and opportunities in the 2024 reporting year. Where the business segments have implemented measures, examples are explained below.

By quantitatively and qualitatively evaluating the results of our employee survey, we gain insights into the issues that are causing dissatisfaction among our employees, for example. However, the analysis also helps us to see the positive impact we have on our employees. Based on this, the business segments initiated or implemented their own measures in the reporting year. Fresenius Helios in Spain, for example, has set up committees for dialog between management and employee groups in order to incorporate their direct feedback into improvement measures. In addition, managers were trained in the areas of feedback and engagement, taking into account the results of the 2023 focus groups. The Corporate /Other segment has used insight groups to gather insights on the topics of manager support, communication, culture, and collaboration, and shared the results with the workforce.

To improve the EEI, the operating companies have implemented another action: From 2024, the EEI will be included in the target agreement for around 900 managers at Fresenius Kabi and also for managers at Fresenius Helios with a weighting of 10%. Each manager is also called upon to define and discuss measures with his or her team based on the results of the employee survey. In addition, Fresenius Kabi conducted global and regional workshops to address the findings and focus topics identified in the EEI results. The workshops also aimed to share best

Sustainability Statement

practices within the HR community. These actions were not managed centrally. Success will be measured by the individual results of the teams and functions and their overall contribution to the EEI next year. The process and the evaluation to derive this KPI is supported by an external provider.

There is a high degree of co-determination at Fresenius, both through employee representative bodies and through close cooperation with labor unions at the national and international level. Our goal is to avoid tensions between the company and the employee representatives by actively shaping co-determination. An intensive exchange with the employee representatives is also taking place as part of the ongoing transformation.

Fresenius reviews the effectiveness of measures or initiatives, e.g. by measuring employee satisfaction. Furthermore, the reports received through the whistleblower systems are a good indicator for initiating possible remedial actions, if necessary. For example, in the reporting year 2024, a guide to assessing the effectiveness of remedial actions was developed and worked out by the Group Human Rights functions. The guidance serves as a basis for evaluating any actions we take to remedy human rights violations. Information on actions related to human rights can be found in the topical standard S2 Workers in the value chain, section Our actions on pages 247 f.

The actions described also serve to achieve the target for the EEI, among others. In addition, they also help to address impacts, risks, and opportunities presented. In 2025, no action item is planned that requires significant operational expenditure (OpEx) or capital expenditure (CapEx). If that changes, necessary resources are defined on a caseby-case basis.

[S1-5] Targets related to managing material negative impacts, advancing positive impacts, and managing material risks, and opportunities

The Fresenius Group pursues segment-specific ambitions to improve the working conditions of its own employees. In doing so, we aim to consolidate the position of our business segments that focus on innovation in the healthcare sector. At the same time, we want to take account of the importance of the services they provide for society and attract new employees who contribute to the company's success through their willingness to perform, their expertise, their experience, and their willingness to work together as a team.

In the reporting year, another employee survey was conducted. As a Group-wide goal, we have integrated the EEI as an indicator in the short-term variable compensation of the Management Board and most members of the management of subsidiaries. A target is set annually. The stated goal for 2024 was to achieve an EEI of at least 4.33 for the Group. This value falls within a range of 1--6, with 6 being the highest. Progress is measured against the previous year's figures. We do not measure the increase, but whether the target has been achieved, exceeded, or fallen short of. Once the survey is completed, a Group-wide Engagement Index is created from the three globally collected Employee Engagement questions. The index is the weighted average of engagement scores derived from a business segment's entities included in the survey. The evaluation at the end of 2024 revealed an engagement index of 4.021 within the range of 1 (strongly disagree) to 6 (strongly agree). Thus, we did not achieve our target under the short-term variable Executive Board compensation.

The Supervisory Board of Fresenius Management SE, responsible for Management Board compensation, decides on the threshold for achieving the compensation targets. The decision is preceded by a discussion of the proposed target values in the Personnel Committee. The target value was developed by the former HR Steering Committee and presented to the Personnel Committee of the Supervisory

Sustainability Statement

Board of Fresenius Management SE. The target value of 4.33 was set as a realistic target value. For this, comparative values from the healthcare industry were consulted, for example. The proposal for setting the target value is made at the management level with the involvement of the responsible HR functions. The measures that are defined during the year to achieve the target are communicated annually in the Annual Report and during the year, as well as on the intranet and in the business segments as needed. In the reporting year, all active employees, for the first time in accordance with the ESRS definition of workforce, were included in the survey as of the reporting date June 30, 2024, and Group-wide exceptions (e.g., employees on long-termin absence) were defined. In addition, a uniform survery period was set and a common provider was selected to conduct the survey for all business segments. In this way, we aim to achieve the highest possible comparability between business segments.

EMPLOYEE ENGAGEMENT INDEX (EEI)

Tar
get
leve
l		 Act
ual
val
ue		 Tar
ach
ieve
get
nt
me
in %
Em
loy
En
In
dex
ent
p
ee
gag
em		 4.3
3		 3
4.0
2		 76
.5

3 The Employee Engagement Index (EEI) (Fresenius Group) as part of the short-term variable remuneration (STI) of the Management Board is assured with reasonable assurance, as explained on pages 407 ff. in the assurance report of the independent german public auditor.

As part of our occupational health and safety activities, we report a Group-wide the Lost Time Injury Frequency Rate (LTIFR1). Our fundamental goal is to avoid all accidents. We have also set a target LTIFR rate of less than 3.0 for Fresenius Kabi employees and contract workers.

We continuously monitor the progress made in achieving our goals and evaluate developments from year to year. The target value is based on the knowledge gained throughout the established internal reporting processes and the evaluation of the individual documented incidents.

LTIFR is discussed both within the Fresenius Kabi business segment and at the employee representative level. Serious accidents are communicated and discussed internally.

At Fresenius Kabi, occupational accidents are categorized according to their severity and reported to the responsible central OHS function and other relevant functions accordingly. This is how, for example, work-related accidents that result in at least one day of absence are reported to the central OHS function within two working days; other, less severe accidents without absence or with less than one day of absence are reported on a quarterly basis. Fresenius Kabi investigates accidents that lead to at least one calendar day of absence from work and documents the results in corresponding reports. We calculate the LTIFR from data collected on occupational accidents and their severity and use it as an indicator to measure performance. We also consider the lost time injury severity rate (LTISR2) in the

analysis. Occupational health and safety reports are submitted to the Management and other relevant functions of Fresenius Kabi on a quarterly basis. Therefore, the LTIFR of Fresenius Kabi is an established key figure that is controlled, monitored, and collected by a central specialist function. If changes in the design of the management concept or findings from the ongoing assessment require a procedure for involving labor or employee representatives, this will be implemented in accordance with applicable legal and internal requirements. This was not the case in 2024. The calculation of the LTIFR and the target were not adjusted in the reporting year.

Fresenius Kabi and Fresenius Helios in Spain already use LTIFR as a performance indicator. Fresenius Helios in Germany collects LTIFR annually as part of defined key performance indicators that measure progress in the areas of environment, social, and governance (ESG KPI), but it is not applied for control purposes, e.g. in the context of remuneration.

The target of Fresenius Kabi was achieved. In the reporting year, the rate was 2.2.

| Annual Report 2024

Sustainability Statement

The Management Board welcomes the efforts within the business segments for more equal treatment and opportunities for all. It is our ambition to continuously develop our corporate culture and attract, promote, and retain talent. Different backgrounds, experiences, perspectives, and qualification can lead to better decision-making and outcomes and drive progress of an organization. In the business segments, we want to improve perception of equal treatment and opportunities for all, e.g. with training for employees and management. As part of the corporate culture, projects to strengthen these aspects are being developed and implemented.

By setting targets in line with applicable laws and reporting on them transparently, we aim to drive forward equal treatment and opportunities for all in our leadership positions. A clear goal also directs the focus to areas where action is needed. This enables us to implement effective measures.

Fresenius SE&Co. KGaA has developed d goals for the first and second management levels below the Management Board at the segment Corporate /Other in accordance with legal requirements in Germany: By 2025, the proportion of women there should be over 30%. In 2024, the proportion of women at the first management level was 26.3%, at the second management level 27.6%.

The key figures are collected annually and reported to the Management Board, including the trend over the last few years.

DIVERSITY TARGETS FOR MANAGEMENT POSITIONS

Tim
riod
e pe		 Sta
20
24
tus
Div
ity
ts f
the
fir
nd
d
tar
st a
ers
ge
or
sec
on
lev
els
be
low
th
ent
ma
nag
em
e
Ma
Bo
ard
ent
nag
em		 til
Un
202
5		 On
ing
go
30
%
sha
of w
he
firs
at t
t
re
om
en
lev
el
ent
ma
nag
em		 26
.3%
30
%
sha
of w
he
ond
at t
re
om
en
sec
lev
el
ent
ma
nag
em		 .6%
27

In November 2020, corresponding proposals were submitted to the Management Board. We took into account various German and European regulatory requirements. The Management Board approved the objective. Based on the employee data in the software we use to manage our HR data and processes, the responsible function within Group HR calculates the values achieved based on the criteria set by the Management Board. From these, we can deduce whether we have achieved or exceeded the target. The legally required targets are no strategic KPI for Fresenius. The company aims to ensure through equal treatment and opportunities for all, that individuals are valued, trained and developed based on their performance and competence.

[S1-6] Characteristics of the undertaking's employees

At the end of the 2024 fiscal year, the Fresenius Group had 179,884 employees. From the 2024 reporting year, the number of employees (headcount) will be calculated in accordance with the definition of ESRS S1-6 and is therefore no longer comparable with the previous year. Additional functions or working contracts, e.g. internships, auxiliary staff, and working students, are also included. For metrics calculated by the headcount, all employees are counted as one, regardless of whether they have a full-time or parttime contract, including passive employees. We define employees as persons who work either full-time or part-time and have either a temporary or permanent direct contract with the company. The term employee does not include employment via third-party providers or temporary employment who do not have a direct employment contract.

EMPLOYEES BY GENDER

Ge
nde
r		 Num
ber
of
ploy
(he
adc
t)
em
ees
oun
Ma
le		 58,
70
1
Fem
ale		 121
167
,
Oth
er		 7
dis
Un
clo
sed		 9
To
tal
loy
em
p
ees		 179
884
,

Sustainability Statement

In the 2024 reporting year, Germany and Spain will continue to be the two countries with a significant number of employees. Other countries each have less than 10% of employees as in Colombia, the Dominican Republic, and China.

COUNTRIES WITH A SIGNIFICANT NUMBER OF EMPLOYEES (MORE THAN 10% OF TOTAL HEADCOUNT)

Co
unt
ry		 Num
ber
of
ploy
(he
adc
t)
em
ees
oun
Ge
rm
any		 86,
101
Sp
ain		 42
669
,

The disclosure of the number of employees (headcount) in the annual financial statements differs in the 2024 reporting year from the disclosures in the Sustainability Statement, as the definition of employee groups is broader in accordance with ESRS S1 and includes other occupational groups that are not included in the annual financial statements.

Fresenius uses the following four gender categories for the gender breakdown of its employees: ''female'', ''male'', ''other'', and ''undisclosed''. The breakdown by country only includes countries in which Fresenius has 50 or more employees representing at least 10% of its total number of employees.

In the market segment healthcare services, the proportion of temporary employees is over 15%. This is due to the need for compensating personnel shortages in nursing or among doctors by short-term employments. Often, we employe the same persons on a recurring base.

We categorize employees into three employment types: permanent, temporary, and on-call staff. Permanent employees have employment contracts for full-time or parttime work without a predetermined end date. Temporary employees work under time-limited contracts that expire either after a specific period or upon completing a defined task. Non-guaranteed-hours employees are engaged without a commitment to a minimum or fixed number of working hours.

EMPLOYEES BY GENDER AND TYPE OF EMPLOYMENT

Fresenius also reports specific KPIs by region. The regional groups defined are Germany, Europe (excl. Germany), North America, Asia Pacific, Latin America, and Africa.

Our efforts in employee development and retention should also lead to improved employee KPIs in the longterm. The fluctuation rate in the 2024 reporting year was 25.3%. This includes a high number of short-term,

He
adc
nt
ou		 Ma
le		 Fem
ale		 Oth
er		 Und
iscl
d
ose		 Tot
al
Nu
mb
of
loy
er
em
p
ees		 58,
70
1		 121
167
,		 7 9 179
884
,
of
Nu
mb
loy
t e
er
per
ma
nen
mp
ees		 51,
40
2		 576
104
,		 4 9 155
99
1
,
of t
Nu
mb
loy
er
em
po
rar
y e
mp
ees		 267
7,		 16,
507		 3 - 23,
777
Nu
mb
of
eed
-ho
loy
ant
er
no
n-g
uar
urs
em
p
ees		 32 84 - - 116
Nu
mb
of f
ull-
tim
loy
er
e e
mp
ees		 50,
718		 81,
810		 6 8 132
542
,
Nu
mb
of
t-ti
loy
er
par
me
em
p
ees		 7,
983		 39,
35
7		 1 1 47
342
,

EMPLOYEES BY TYPE OF EMPLOYMENT AND REGION

He
adc
nt
ou		 Eur
ope		 The
f
reo
Ger
man
y		 Eur
l.
ope
exc
Ger
man
y		 ica
Nor
th A
mer		 Asi
acif
ic
a-P		 Lati
ica
n A
mer		 Afr
ica		 Tot
al
Nu
mb
of
loy
er
em
p
ees		 836
144
,		 86,
101		 58,
735		 646
4,		 9,
847		 19,
32
7		 228
1,		 179
884
,
Nu
mb
of
t
er
per
ma
nen
loy
em
p
ees		 123
46
9
,		 694
71,		 51,
775		 604
4,		 9,
674		 17,
141		 103
1,		 99
155
1
,
Nu
mb
of t
er
em
po
rar
y
loy
em
p
ees		 21,
299		 14,
39
9		 6,
900		 20 147 2,
186		 125 23,
777
Nu
mb
of
eed
ant
er
no
n-g
uar

ho
loy
urs
em
p
ees		 68 8 60 22 26 - - 116
Nu
mb
of f
ull-
tim
loy
er
e e
mp
ees		 98,
180		 49
752
,		 48
42
8
,		 4,
564		 9,
813		 18,
757		 1,
228		 132
542
,
Nu
mb
of
t-ti
loy
er
par
me
em
p
ees		 46
656
,		 36,
34
9		 10,
30
7		 82 34 570 - 342
47
,

Sustainability Statement

recurring employment contracts in Spain. In 2024, the proportion of employees who voluntarily left the company was 9.8%. This KPI was influenced by the transformation processes at Group and business segment level, positively by the need for qualified personnel while the stressful labor conditions in the healthcare sector impacted the development in voluntary turnover.

The employee turnover is defined as the total number of employees (headcount) who have left Fresenius during the reporting period and the rate of employee turnover in the reporting period due to dismissal, voluntary leave, termination agreement, end of contract, retirement, death, or other reasons. It is calculated by dividing the total number of terminations (headcount) during the reporting period by the total number of employees, multiplied by 100.

[S1-7] Characteristics of non-employees in the undertaking's own workforce

In 2024, 4,933 people worked for us as temporary employees1. In relation to the total number of employees, this figure is around 3%.

The figure includes in the business segment Fresenius Helios only the German entities. The KPI is voluntarily reported by Fresenius in 2024, as this is a phase-in KPI. The company aims to report the KPI in full scope going forward.

NON-EMPLOYEES

He
adc
nt
ou		 202
4
No
loy
n-e
mp
ees		 5,
334
Se
lf-e
loy
ed
le
mp
peo
p		 40
1
Ind
ivid
ual
loy
ed
by
thi
rd
tie
s e
mp
par
s		 4,
933

Non-employees in the workforce are self-employed people and people provided by undertakings primarily engaged in what are referred to as employment activities, i.e. people who do not have a direct employment contract with Fresenius, but do work under the direction of Fresenius. We count non-employees using the headcount as of December 31, no matter whether they are on a full- or parttime contract. If people working for Fresenius are not directly employed by Fresenius and under the direction of a third party, they are not reported as non-employees. We report them as value chain workers, e.g. canteen workers or office staff reporting directly to a third party vendor instead of Fresenius.

[S1-8] Collective bargaining coverage and social dialog

In some European countries, Fresenius is subject to industry-related collective agreements, e.g. in France, which are binding by law due to the industry to which we are affiliated. Where this is not the case, country-specific collective bargaining agreements can be negotiated with local trade unions or comparable social partners. Employees are informed by trade unions (collective bargaining partners) or employee representatives about tariff agreements, tariff negotiations, and their results. This is regulated differently in the individual countries.

EMPLOYEE TERMINATION

202
4
Em
loy
in
%
tur
rat
p
ee
nov
er
e,		 25
.3
of t
ina
tio
Nu
mb
er
erm
ns		 45
525
,
Vo
lun
mi
ion
by
loy
tar
ter
nat
y
em
p
ee		 17,
65
1
Su
f d
ism
iss
mi
ion
of
al (
loy
by
loy
er)
ter
nat
nt
m o
em
p
me
em
p		 4,
702
Dis
mis
sal
(th
of
al d
ism
iss
al)
ere
ge
ner		 2,
004
Dis
mis
sal
(th
of
im
dia
dis
mis
sal
)
te
ere
me		 865
Dis
mis
sal
(th
of t
ina
tio
ith
in
bat
ion
rio
d)
ere
erm
n w
pro
pe		 833
1,
Te
ina
tio
ent
rm
n a
gre
em		 3,
395
f co
En
d o
ntr
act		 17,
055
Ret
ire
nt
me		 1,
642
in
rvi
De
ath
se
ce		 106
Oth
er		 974

| Annual Report 2024

Fresenius

Sustainability Statement

Fresenius Helios hospitals in Germany are subject to a Helios Group collective agreement, the collective agreement for public service (TVoD), or company-specific collective agreements. At Helios Germany, there are regular compensation negotiations within the framework of collective agreements that generally take place every two years. The locations in Germany are subject to the regulations of the applicable working time legislation, which in some cases provides for opening clauses for supplementary tariff regulations. The Works Constitution Act, which grants the works councils co-determination rights and control, also has a regulatory effect. The framework with regard to working hours for the individual companies is regularly agreed by the respective company parties on-site. In Germany, the majority of workers are represented by the trade union ver.di.

Further, the IGBCE is the sector trade union for mining, the chemical industry, and the energy sector. We have closed a collective bargaining agreement with this union in Germany. An update was signed in 2024 and is valid until 2026.

Employees in our Spanish clinics are covered by legally binding tariff agreements. Further, the trade unions Comisiones Obreras, Union General de Trabajadoras y Trabajadores (UGT), and the Sindicato de Enfermeria (SATSE) care workers' union are predominantly represented in the works councils.

Fresenius Corporate and Fresenius Kabi are subject to the collective agreements of the chemical industry and the plastics processing industry (KVI). These are negotiated between the IGBCE and the Bundesarbeitgeberverband Chemie (BAVC). In 2024, a new collective agreement was reached in the chemical industry, which provides for a pay increase. In addition, trade union commitment is to be rewarded in future through paid time off. The KVI has planned a new collective agreement for 2025.

In 2024, around 74% of our global employees were covered by a collective bargaining agreement.

The collaboration with unions and works councils in various countries globally is explained in the Employee participation section.

COLLECTIVE BARGAINING

202
4
Co
by
llec
tive
ba
ini
nt
ver
age
co
rga
ng
ag
ree
me
lob
ally
in
%
g
,		 73
.9
Nu
mb
of
loy
(h
ead
nt)
ed
by
er
em
p
ees
cou
co
ver
col
lec
tive
ba
ini
lob
ally
nts
rga
ng
ag
ree
me
g		 132
867
,

In the 2024 reporting year, 81.2% of our employees in Germany and 100.0% of our employees in Spain were covered by a collective agreement. Furthermore, employee representation coverage for employees in Germany was 82.7% and 98.5% for employees in Spain.

Fresenius discloses the percentage of total employees in the European Economic Area (EEA) that are covered by collective bargaining agreements defined by the CSRD Annex II for each significant EEA country of Fresenius. Significant EEA countries are those where at least 50 people (headcount) are employed who make up at least 10% of the total number of employees of Fresenius. Fresenius discloses its percentage of employees outside the EEA covered by collective bargaining agreements, based on regions defined that are not inside the EEA. The percentage of employees covered by workers' representatives, defined by CSRD Annex II, is reported for each significant EEA country of Fresenius.

COLLECTIVE BARGAINING COVERAGE AND SOCIAL DIALOG

Co
llec
tiv
e b
arg		 ain
ing
co
ve
rag
e
Co
te
ver
age
ra		 Em
ploy
-- E
EA
(for
ries
wit
h
unt
ees
co
> 5
0em
pl.
ntin
10%
al
tot
rep
rese
g >
pl.)
em		 Em
ploy
EEA
(es
tim
for
ate
ees
-- n
on-
ions
wit
h >5
0 em
pl. r
ntin
reg
epr
ese
g >
10%
tot
al e
l.)
mp		 Wo
rkp
lace
ion
(EE
A o
nly)
ntat
rep
rese
(for
ries
wit
h >5
0 em
pl.
unt
co
ntin
10%
tot
al e
l.)
rep
rese
g >
mp
0--
19
%
20-
-39
%		 Lat
in A
ric
me
a
40
--5
9%
60-
-79
%
80-
-10
0%		 Ge
Sp
ain
rm
any
,		 Ge
Sp
ain
rm
any
,

Sustainability Statement

Despite the non-tariff employment relationship, general conditions for non-tariff employees are based on the provisions of the applicable collective agreement or local regulations. Further, depending on the function, additional agreements can be part of the employment contract. For executives, regulations are agreed in the employment contract. Salary transparency in the different countries is granted according to legal requirements and tariff contracts.

If non-employees are covered by collective bargaining agreements, it must be ensured locally that the labor and employment conditions are aligned with these frameworks, provided that they are not already covered by valid global internal guidelines, e.g. the Human Rights Statement.

The EWC of Fresenius SE &Co. KGaA comprised 14 employee representatives from 9 countries as of December 31, 2024. These individuals come from the European Union (EU) and EEA (European Economic Area) member states in which Fresenius employs personnel. In total, the Fresenius Group employs 144,836 people in Europe, which corresponds to 80.5% of the total number of employees. Of the employees in Europe, Germany alone accounts for 59.4%.

[S1-9] Diversity metrics

In the reporting year, the proportion of female employees in the Fresenius Group was 67.4%. The proportion of females in services or care is traditionally higher than in the area of production. This is reflected in the proportion of female employees in our business segments: Our business segment Fresenius Helios has the highest proportion of female employees within the Group, with 74.4%.

DIVERSITY IN TOP MANAGEMENT

He
adc
nt
ou		 Ma
le		 Fem
ale		 Oth
er		 iscl
Und
d
ose		 Tot
al
Lev
el 1		 42 9 - - 51
Lev
el 2		 210 90 - - 30
0
Su
lev
el 1
d le
vel
2
m
an		 252 99 - - 35
1
Su
lev
el 1
d le
vel
2
in
%
m
an		 71
.8		 28
.2		 - - 100
.0

For the calculation of the gender distribution at the top management level, Fresenius defines its employees in top management as having the day-to-day tasks of managing the organization and being part of level 1 or level 2 below the Management Board. This includes only persons who actually hold a management position, thus secretarial positions or assistantships, for example, are not counted. Managerial activities contain minimum one of the following criteria: leadership responsibility and / or budget responsibility. For the distribution of employees by age group, we count the number of employees (headcount) under 30 years old, between 30 and 50 years old, and over 50 years old.

The majority (52.6%) of our employees are between 30 and 50 years of age. We aim to maintain a well-balanced age structure within our Group. The distribution again reflects the demand for a high proportion of skilled and experienced employees in our business segments. The resulting average age also corresponds to a stage in life marked by stability and professional growth. This circumstance encourages the development of internal talent and the professional career growth of people.

At the end of the reporting year, the majority of our employees were employed in Europe. We illustrate the diversity of our employees based on nationalities. We do not collect employee data split by ethnicity. The following data is based on about 75% of global employees. Our employees come from around 150 different nations. Around 54% of them have German citizenship, followed by Spanish citizenship (29%) and Colombian citizenship (6%).

AGE STRUCTURE

De
c. 3
1,
in
%		 Bel
30
ow		 Abo
ve 5
0
To 21 52 26
tal .4 .6 .0

FIVE MOST COMMON NATIONALITIES1

Co
unt
ry		 Num
ber
of
ploy
(he
adc
t)
em
ees
oun
Ge
rm
any		 73,
33
6
Sp
ain		 38,
626
Co
lom
bia		 8,
635
Tu
rke
y		 999
Ro
nia
ma		 810

1 Excluding employees from Fresenius Kabi and Fresenius Vamed outside of Germany as well as a few international administrative offices.

Sustainability Statement

[S1-10] Adequate wages

Global working conditions are defined on the basis of guidelines and regulations at Group level, as already explained. Within the business segments, there are internal guidelines for employees covered by collective agreements and non-tariff employees with regard to working hours, jobs, and benefits.

Remuneration is usually based on local market standards and should be market-oriented, transparent and appropriate. It is based on requirements set by law or, where applicable, specified by the salary structures negotiated with the respective trade unions. The Group compensates employees on both permanent and temporary employment contracts according to specific rates that meet or exceed local industry conditions, but at least match living wages. Any discrimination on the basis of gender or other criteria must be prevented. As an international healthcare Group, we create various incentives for employees, depending on the country and location. These include, for example, the chance to participate in the company's success via variable and performance-based compensation models. Benefits for full-time employees of the organization are also provided proportionally to part-time employees. In Germany, benefits can be based on joint agreements between employer and works councils. Additional information on our variable compensation models can be found from page 387 onwards in the Notes.

All local compensation practices must comply with applicable minimum wage laws and regulations in the respective jurisdictions. Local HR teams are responsible for ensuring compliance through regular reviews and audits, especially in volatile market environments. The Global HR organization will actively and regularly monitor compliance using data from the global HR System of Record. Any identified risks or instances of non-compliance must be immediately escalated to the Global HR organization for resolution and oversight, following the established escalation protocols.

During 2024, one case was identified with three employees affected, that led to an immediate salary adjustment.

In order to prevent the potential risk of payment below the country-specific statutory minimum wage in the future, local HR is asked to review the local salary levels against the local statutory minimum wage twice a year in countries with high inflation dynamics (hyperinflation).

Fresenius states whether all of its employees receive appropriate remuneration. Based on this, the Group is of the opinion that we paied appropriate remuneration as of Dec. 31, 2024. Excluded from this information are interns, trainees, apprentices, FSJ students (voluntary social service), BufDis (federal voluntary service), clinical trainees, medical students in their practical year, students, pharmacists in training, and fellowships. We always refer to the applicable minimum wage. In countries within the EEA where there is no minimum wage, we use either 60% of the national median wage or 50% of the gross average wage.

In this analysis, we always use the higher value. In countries outside the EEA where there is no minimum wage, we use an internationally recognized value for living wages. We obtain the comparative data from a global salary database, which provides the respective minimum wages per region (e.g. federal state).

[S1-11] Social protection

Social protection in the Group is not standardized and generally follows local legal requirements. These are supplemented, for example, by market-specific safeguards. Due to the different employment conditions, we assume that these conditions will not change fundamentally from one year to the next.

As part of our safeguarding reviews, we assess whether all of our employees are protected through public programs or through benefits offered by Fresenius against loss of earnings due to the following major life events: illness, unemployment, work-related injuries and disability, parental leave, and retirement. There must be protection against all of the measures mentioned. For each country in which not all employees are protected against all life events in accordance ESRS S1-11.75, we indicate the type of employees and specify which life events they are not protected against in each case.

Sustainability Statement

In the following countries and based on the aforementioned circumstances, certain employees are not fully protected against the mentioned life events:

  • ► Egypt: No cover against illness, unemployment and accidents, only women are entitled to parental leave
  • ► China: No protection for interns in the event of any of the five life events
  • ► Dominican Republic: Employees are not protected against unemployment
  • ► India: Only women are entitled to parental leave and no protection against unemployment
  • ► Indonesia: None of the employees are entitled to parental leave
  • ► Japan: None of the employees are entitled to parental leave
  • ► Colombia: Employees are not protected against unemployment
  • ► Philippines: Employees are not protected against unemployment and are not entitled to parental leave
  • ► Poland: no protection of on-call staff in the event of any of the five life events
  • ► Puerto Rico: Only women are entitled to partental leave
  • ► South Africa: No protection for fixed-term employees in the case of any of the five life events
  • ► Czech Republic: No protectin for fixed-term employees in case of any of the five life events.
  • ► Tunisia: Interns are not protected with regard to sickness, unemployment, or pensions
  • ► USA: Employees are not protected against unemployment

[S1-12] Persons with disabilities

EMPLOYEES WITH DISABILITIES

202
4
Em
loy
ith
dis
ab
ilit
ies
in
%
p
ees
w
,		 3.1
Nu
mb
of
loy
ith
dis
abi
litie
s (h
ead
nt)
er
em
p
ees
cou
w		 5,
48
2

Fresenius discloses the percentage and headcount of its employees with disabilities. The number of people with disabilities in the Group is surveyed globally in those countries in which this survey is legally permissible. Exceptions are, for example, countries that do not differentiate between people with and without disabilities in employment. A disability is an individual impairment of a person with regard to their physical function, mental ability, or mental health with a high probability of deviating from the condition typical for the person's age for longer than six months. It limits a person's movements, senses, or activities. Fresenius accounts for different legal definitions of persons with disabilities.

[S1-13] Training and skills development metrics

In 2024, Fresenius set itself the target of increasing the average training rate by 20% by 2030 as part of its sustainability ambition. Measures to achieve this will be taken from the 2025 reporting year.

We report the average training hours per employee by gender. This is defined by the hours spent on training and skills development-related activities that have been offered to and completed by employees, within the context of continuous professional growth, to upgrade employees' skills as well as knowledge and facilitate continued employability. They may include various methods, such as on-site and online training, internal and external training courses, as long as they are paid for by the employer, and internal congresses. Irrespective of how long a training session actually lasts or how much time the employee requires for it, we use the time specified in the training plan or curriculum for the calculation. If training hours are not systematically recorded, they are added to the recorded hours as an estimate based on the gender distribution of the recorded hours. This relates to the Fresenius Helios Germany segment and comprises around 20% of training hours. In the case of training courses that take place over the turn of the year, we use the end of the training course for the allocation of the training course and thus only count it for this year.

TRAINING HOURS BY GENDER

Tra
ini
ho
loy
ng
urs
pe
r e
mp
ee		 Ma
le		 Fem
ale		 Oth
er		 Und
iscl
d
ose		 Tot
al
To
tal		 1,
193
524
,		 1,
952
354
,		 123 265 3,
146
266
,
Av
era
ge		 20
.3		 16.
1		 17.
6		 29
.4		 17.
5

Fundamental information about the Group | Economic report | Overall assessment of the business situation | Outlook | Opportunities and risk report

Sustainability Statement

For the calculation of average female training hours, we divide the total training hours of female employees in the reporting period by the total headcount of female employees.

In addition, our employees took part in a range of training programs during the reporting year. In the area of production, mandatory trainings are conducted in addition to targeted training on communication and social skills for quality experts. The production area comprises the following employee groups: operation/manufacturing, quality control, quality assurance, maintenance/technical support, and warehouse.

Helios Germany's training priorities included simulation and incident training for anesthesia, intensive care, obstetrics, emergency rooms, and pediatrics. In addition, all certified sites conduct occupational health and safety and environmental and energy management training. Further training supplements this and serves to support the introduction, further development, and improvement of the corresponding management systems and measures.

During 2024, in Spain, different projects were launched and continued with the aim to, among others:

  • ► Boost training on Patient Safety to comply with the Joint Commission International standard.
  • ► Improve nursing staff's technical knowledge through specialization learning paths and postgraduate courses on management.
  • ► Professionalize the activity of emergency personnel through specific training in time-dependent pathology.
  • ► Help professionals improve their well-being through training sessions included in "Contigo Bienestar" Program.
  • ►Continue with various top management trainings.

In the Corporate /Other segment, training and courses on topics such as project management, diversity and inclusion, and feedback were offered in addition to mandatory training courses such as occupational health and safety and data protection. There were also suitable courses for specific target groups (e.g. career starters, specialist managers).

Employees who do not have their own computer or laptop, or who do not have a quiet work environment, can take the training courses they need at specially set up learning locations. The platforms enable documentation of participation in training measures and success checks, for example through final tests.

S1-Company-specific

In the reporting year, the number of trainees in Germany, including dual students, amounted to 6,798. The trainee ratio was 7.9%.

[S1-14] Health and safety metrics

Our own workforce is covered by the company's health and safety management system based on legal requirements and/ or recognized standards or guidelines.

Work-related accidents

The LTIFR of Fresenius Kabi is 2.2 in the reporting year, due to a lower number of minor lost-time cases compared to the previous year. In 2024, slip, trip, and fall accidents and cuts occurred most frequently. The improvement in the LTIFR is partly due to the expansion of OHS training and the optimized processing of accidents.

In the reporting year 2024, no work-related fatalities occurred among employees of Fresenius that were attributable to misconduct or inadequate occupational health and safety. In one case, there was an incident involving thirdparty fatalities.

OCCUPATIONAL HEALTH AND SAFETY

202
4
Co
of
he
alt
h a
nd
saf
lob
ally
in
%
ety
nt
ver
age
m
ana
ge
me
g
,		 100
of
Nu
mb
loy
(h
ead
nt)
ed
by
hea
lth
er
em
p
ees
cou
co
ver
and
fet
ent
sa
y m
ana
gem		 179
768
,
of f
litie
Nu
mb
s (e
loy
)
ata
er
mp
ees		 -
Nu
mb
of f
litie
s (v
alu
hai
ork
Fr
niu
ite)
ata
er
e c
n w
ers
on
ese
s s		 -
cci
illio
ing
Wo
rk-
rel
d a
de
1 m
ork
ho
ate
nt
rat
e, p
er
n w
urs		 15
Nu
mb
of w
ork
late
d a
cci
de
nts
er
-re		 4,
64
1

Other work-related accidents and incidents Fresenius measures the number and rate of work-related accidents per 1 million hours worked. Group-wide, this rate is around 15.

The data according to S1-14.88d (recordable work-related ill health) and the data according to S1-14.88e (days lost due to other work-related accidents and incidents) will both be reported from 2025.

Sustainability Statement

We disclose the coverage of employees by the health and safety management system based on legal requirements and/ or recognized standards or guidelines by headcount.Fresenius discloses the number of fatalities of employees as a result of work-related injuries and work-related ill health. Incidents occurring at work that are not connected with the work itself are not subject to this. We also include injuries and ill health occurring while traveling for work purposes, working from home, or due to mental illness if the cause of the injury or ill health is work-related.

The number of fatalities of value chain workers refers to work-related deaths of value chain workers occurring on Fresenius sites. Work-related injuries and ill health arise from workplace hazards, excluding incidents like heart attacks unrelated to work. Such injuries or illnesses are defined by severe outcomes, including death, work absence, job restrictions, medical treatment beyond first aid, or significant health diagnoses by healthcare professionals. A value chain worker is any individual performing work within Fresenius' upstream and downstream operations, regardless of their contractual relationship, who can be materially impacted by the company's activities. This encompasses workers on Fresenius sites, those in supply chain operations, distribution, joint ventures, and other related business activities. Thus, the value chain includes all workers who are not in the scope of the company's own workforce.Work-related accidents of employees are incidents

leading to employee injuries, with fatalities included in the calculation of recordable work-related injury rates. Workrelated travel injuries occur when employees are engaged in employer-related activities, including customer interactions or employer-managed transportation. Home-based work injuries are considered work-related when directly connected to job performance. Hour calculations are based either on actual employee work hours or, where no direct collection is possible, on an estimate based on the degree of employment and the applicable standard working hours. This relates to the business segment Fresenius Helios in Spain and certain entities of Fresenius Kabi. The total number of hours includes both current and departed employees during the reporting period.

As reported in this topical standard under S1-1 Policies related to occupational health and safety on pages 216 ff., internal and external audits are carried out to verify our management approaches to occupational health and safety. In 2024, we conducted internal reviews to verify compliance with applicable requirements, consistently analyze existing procedures, validate processes, and effectively optimize occupational health and safety management. The number of health and safety audits depends on the size of the individual sites and the range of activities carried out there. Further certification audits were performed by external organizations.

[S1-16] Remuneration metrics (pay gap and total remuneration)

Fresenius calculated a gender pay gap for the first time for the 2024 reporting year. The key figure is marked by a high proportion of female employees in the Group of 67.4%, which is particularly strong in lower-paid occupational groups, while the proportion of women in occupational groups with higher remuneration is not on the same level as in the Group.

Appropriate remuneration is ensured globally, for example, by the high proportion of employees covered by collective agreements of around 74%. Within the professional groups covered by a collective agreement, basic remuneration is defined by the respective provisions.

GENDER PAY GAP

202
4
Ge
in
nde
%
r p
ay
gap
,		 26
.0
Av
hou
rly
lev
el (
le)
era
ge
gro
ss
pay
ma		 30
Av
hou
rly
lev
el (
fem
ale
)
era
ge
gro
ss
pay		 22

TOTAL REMUNERATION RATIO

202
4
An
l to
tal
ion
tio
rat
nua
rem
une
ra		 105
.8
An
l to
tal
ion
fo
r th
e h
ig
hes
aid
rat
t-p
nua
rem
une
ind
ivid
ual
€ i
hou
ds
n t
san
,		 3,
768
We
ig
hte
d m
ed
ian
loy
l to
tal
em
p
ee
an
nua
ion
in €
rat
rem
une
,		 35,
625

Sustainability Statement

The gender pay gap is defined as the difference in average pay levels between female and male employees, expressed as a percentage of the average pay level of male employees. Gross pay for the calculation of the gender pay gap comprises gross annual wage from payroll elements and from non-payroll elements, e.g. the value of the company car. Payroll elements include all employee payments like base salary, bonuses, overtime, commissions, allowances, and benefit payments, using a cash flow principle that reflects actual paid values rather than target amounts. We calculate the company car value using taxation rates or leasing rates. Pension provisions and insurance payments are excluded. We calculate the total hours based on actual hours worked, including overtime, with provisions to use standard contractual hours if actual hours cannot be directly determined. This applies to Fresenius Helios in Spain. Both actual and standard hour calculations account for paid leave periods such as vacations, sick leave, and public holidays. With the exception of Fresenius Kabi, we calculate the average gross hourly wage for each employee by dividing the gross annual salary by the number of hours actually worked by the employee. Fresenius Kabi adds up the gross annual salaries and the actual hours worked separately for each gender and then divides the salaries by the hours. The two approaches are to be standardized in the future.

The annual total compensation ratio is defined as the annual total compensation of the highest-paid individual in relation to the weighted median annual total compensation of all employees (excluding the highest-paid individual). We use the weighted median instead of the real median in the calculation. In this process, the medians of all companies are weighted with the respective number of persons in order to calculate a median at the Group level. The weighted median represents the salary point where 50% of employees earn less and 50% earn more, with each salary weighted by the number of employees at that specific salary level. Total remuneration encompasses gross annual wage from payroll and company car value as a non-payroll element. Gross annual wage includes all employee payments such as base salary, bonuses, overtime, commissions, and allowances, following a cash flow principle that uses actual paid values rather than target amounts in the reporting year. Excluded are pension provisions and insurance payments. Company car valuation uses the leasing rate or allowance if chosen.

[S1-17] Incidents, complaints, and severe human rights impacts

In the reporting year, the company received a total of 348 work-related reports.This includes incidents of discrimi nation or sexual harassment, as well as cases from the

Health/Safety. 284 reports were documented, investigated and evaluated in the Compliance Case Management category HR/workplace in accordance with the applicable compliance regulations. In addition, reports outside of Compliance Case Management were documented, e.g. via HR functions. In the reporting year, these amounted to 44. Of the cases from the Compliance Case Management category Environment/Health/Safety, 20 cases were estimated to be reportable in relation to Health/Safety. The estimate is based on the fact that the category only permits a consolidated evaluation. As shown in the table on the next page, 38 of the total reports were deemed to be substantiated or confirmed.We also take reports that are not substantiated by the investigation as an opportunity to review existing structures and, if necessary, adjust measures as a precaution.

In the reporting year, for example, occupational health and safety concerns were reported for one plant. Following a thorough investigation, occupational and environmental health and safety audits and inspections, two cases of violation of occupational health and safety standards according to the German Act on Corporate Due Diligence Obligations in Supply Chains were identified. Accordingly, comprehensive remediation was initiated and the processes, instructions, and work environment have been adjusted to prevent future cases and to uphold our globally mandatory high occupational health and safety standards.

Sustainability Statement

Further, cases of exceeding the permitted working hours were identified. A thorough internal investigation concluded that the overtime hours in question were paid in full. Extended analyses and, if necessary, adjustments to processes are being implemented. The effectiveness of the measures is subsequently reviewed in order to meet our global social and labor standards, which are set out, for example, in our Group-wide Social&Labor Standards Policy, see section Group-wide guidelines and requirements from pages 212 onwards in this topical standard.

No further severe violations of internal policies in the area of employees or diversity and equal rights were reported whose impacts would have been material for the financial position or reputation of the company.

Fresenius discloses the total number of discrimination and harassment incidents in its own workforce as one part of human rights relevant incidents. An overview about human rights relevant incidents according to German Act on Due Diligence in Supply Chains (LkSG) can be found in topical standard S2 Workers in the value chain, section Metrics, from page 248. Fresenius defines harassment as a

form of discrimination involving unwanted physical or verbal behavior that offends, intimidates, threatens, or humiliates someone, manifesting in verbal, sexual, physical, and psychological forms. Discrimination refers to unfair treatment of individuals or groups based on specific characteristics defined by national laws. Discrimination can occur across various work-related activities, including employment access, job assignments, recruitment, remuneration, working conditions, training opportunities, career advancement, and employment termination. Complaints of discrimination or harassment are filed through channels for people in Fresenius' own workforce to raise concerns (including grievance mechanisms) and, where applicable, to the National Contact Points for OECD Multinational Enterprises.

If it is currently under review, it is not yet confirmed as a discrimination/harassment incident.

Fines and penalties are monetary punishments enforced by legal authorities, while compensation is a sum paid to an individual in recognition of suffering. In cases of harassment or discrimination, compensation may include covering counseling expenses, providing paid time off, or reinstating used sick or vacation days. Remedial actions address both the harasser and the victim, potentially involving verbal or written warnings, mandatory counseling, training, suspension without pay, or more serious disciplinary measures for repeated offenses. These actions and financial consequences must be directly linked to a reviewed and recognized case of discrimination. The respective amounts are documented and consolidated at the end of the reporting year. In 2024, the value is 0 Euro.

Severe human rights incidents encompass lawsuits, formal complaints, and serious public allegations related to Fresenius' own workforce, where the incidents are undisputed by the company. These incidents include child labor, forced labor, human trafficking, and incidents affecting numerous people or extensive areas. Fresenius may disclose the number of severe human rights incidents where the company contributed in securing remedy for those affected during the reporting period.

INCIDENTS WITH HUMAN RIGHTS RELEVANCE

Nu
mb
in
rel
ati
ork
for
to
er
on
ow
n w
ce
Th
l nu
mb
of
inc
ide
of
di
im
ina
tio
inc
lud
ing
ha
(s
ubs
tiat
ed
/
firm
ed)
e t
ota
nts
ent
tan
er
scr
n,
ras
sm
con		 38
Co
lain
ts f
iled
clu
din
inc
ide
of
di
im
ina
tio
n/
har
nts
nt
mp
ex
g
scr
ass
me		 31
0
Fin
nal
tie
nd
ion
late
d t
o i
nci
de
d c
lain
sat
nts
ts
es,
pe
s, a
com
pen
re
an
om
p		 -
nti
fie
f se
rig
in
cid
Ide
d c
e h
hts
ent
ase
s o
ver
um
an
s		 -
Fin
nal
tie
nd
ion
d t
hu
ig
hts
in
cid
sat
cte
ent
es,
pe
s, a
com
pen
co
nne
o s
eve
re
ma
n r
s		 -

Sustainability Statement

S1-Company-specific

The EEI describes how strongly employees identify with their employer and how committed they are to their work. It is an important indicator of both employee loyalty and productivity.

Fresenius' EEI for the reporting year was 4.021, the target value of 4.33 was not achieved. The results differ across the segments: The EEI of Corporate /Other increased, while it remained unchanged at Fresenius Kabi and decreased at Fresenius Helios. We plan to evaluate the different results in order to identify specific areas for action to improve the value across the Group.

The survey on well-being and the balance between work and private life yielded good results overall, but also revealed potential for improvement. The greatest need for improvement was in the further development supported by Fresenius, since, according to the feedback, only half of those surveyed feel actively supported.

We are currently evaluating the results and the information received via the comment field in detail. So far, we have found that the responses in the individual business areas are sometimes very different. Here, too, we want to get to the bottom of the causes. Based on these findings, we plan to develop and implement targeted initiatives at the global, regional, and local level in 2025-- right down to the locations and teams.

EMPLOYEE ENGAGEMENT INDEX (EEI)

202
4
Fre
ius
Ka
bi
sen		 4.7
Fre
ius
He
lios
sen		 3.8
Co
e/O
the
rat
rpo
r		 4.5
To
tal		 21
4.0

As described in the S1-2 Dialog with own workforce and employee representatives section on pages 222 f., we have been conducting the employee survey, which takes place in parallel in the business segments, annually since 2022. Participation in the employee survey was 63% in the reporting year. This is a significant increase compared to the previous year.

In 2024, there were nine Group-wide standard questions that were integrated into the surveys of all business segments. Three of these nine questions are included in the Employee Engagement Index, thus enabling a Group-wide comparison. These are rated on a scale of 1 to 6 and are:

  • ► I tell others positive things about working at [company] when the opportunity arises.
  • ► I rarely think about leaving [company] to work somewhere else.
  • ► [Company] motivates me to give my best.

In addition, the business segments added specific questions that address their respective needs and priorities. This ensures that both a Group-wide view and the individual needs of the various units can be taken into account. For Fresenius Corporate, for example, there were 13 specific questions (including 2 open-ended questions) and additional questions on demographic information.

The following criteria are standardized across all business segments: the established provider, period, and data cut-off date for the employee population.

After the survey is completed, the EEI (a decimal number with two decimal places) is calculated from the three globally collected questions on employee engagement. We measure EEI at the individual segment, business segment, and Group level. The EEI of the Fresenius Group is weighted according to the number of employees in the business segments. Data is collected annually in all segments and reported for the aggregated KPI. In the reporting year, the survey took place from September 12 to October 9, 2024.

The group of participants included all Fresenius employees worldwide who had an active employment contract on June 30, 2024, including students, apprentices, and interns, depending on the local legal situations. Employees whose last day of work was on or before June 30 and those who were on long-term leave on June 30 were not surveyed. A few units were excluded or not considered.

Sustainability Statement

Reasons are, among others, the ongoing transformation processes or legal restrictions, for example: The public hospitals we operate in Spain, the units of Fresenius Vamed, and a small number of units that cannot be taken into account due to existing political conflicts /due to legal restrictions.

The employees of Fresenius SE&Co. KGaA received an email invitation with a personal participation link that led to the survey. In other business segments, individualized invitation links or individualized identification in the survey ensured that employees were able to participate in the survey.

The questionnaire was offered in several languages, including English, German, Chinese, Polish, Portuguese, and Spanish.

ESRS S2 WORKERS IN THE VALUE CHAIN

[S2] Workers in the value chain

[S2 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

As a healthcare Group, we make a significant contribution to providing people with access to healthcare and producing the necessary medical technology and pharmaceuticals. In doing so, we rely on thousands of suppliers and business partners worldwide in our value chain. Respect for human rights is part of our corporate responsibility within the scope of our influence. We also state this in our human rights declaration.

The requirements we place on cooperation with our business partners aim to have a positive impact on working conditions along our value chain. These are defined, for example, in our Codes of Conduct for Business Partners and specific contractual agreements. As part of the risk-based human rights training to be introduced for our business partners from 2025, we not only want to raise awareness of respect for human rights, but also further strengthen common standards for ethical conduct along the entire value chain.

Our Group-wide ambition is to regularly analyze potential human rights impacts associated with our value creation, minimize risks, prevent violations, and, if necessary,

take effective preventive and remedial actions. In doing so, we place a particular focus on those sections of the value chain that are located in countries and sectors with a potentially high human rights risk and the associated potentially negative impact on workers. This concerns, for example, discrimination against individuals or groups and a lack of occupational safety measures for workers in the upstream value chain. This includes employees who work at our sites but do not belong directly to our Group, as well as employees from direct suppliers and lower down in our upstream value chain. A particular challenge here can be that negative impacts arise deep in the value chain without direct or visible links to our business activities. We therefore strive to constantly increase the transparency of our value chains and identify the types of workers that may be significantly affected by our business activities. In doing so, we plan to focus on those workers who are vulnerable to negative impacts due to their inherent characteristics or special circumstances.

In addition to appropriate working conditions, we focus on compliance with the labor-related rights of workers in our value chain, taking into account our ability to exert influence. There may be negative effects in the value chain, e.g. through violations of working time laws or the withholding of an appropriate wage. Discrimination and unequal treatment of individuals or groups in our value chain

Sustainability Statement

can have a negative impact, as can disregard for freedom of association and the right to collective bargaining. Particularly in countries where these rights are not adequately protected, there is a risk that they will be disregarded in our direct or indirect value chain. If we become aware of incidents in the above-mentioned areas, we develop effective remedial measures and work towards their implementation. We strive to constantly increase transparency in our value chains in order to identify and counteract any actual negative effects.

Any violation of human rights, and in particular any serious violation, whether in our own business activities or along our value chain, contradicts our principles and values as a healthcare Group. In addition, such an incident can also be associated with potential reputational damage for our Group and may have an impact on ratings and access to markets or loans, as well as resulting in sanctions or penalties with a financial impact.

At the same time, there are also opportunities for Fresenius through the implementation of human rights due diligence and the transparent handling of potential risks. Our commitment to high human rights and social standards can have a positive impact not only on our business activities, but also on the assessment of our ESG performance in ratings and rankings.

[S2-1] Policies related to value chain workers

Medical care for patients and the well-being of our nearly 180,000 employees are among the most important engagement areas of our human rights due diligence. Our commitment to respecting human rights is set out in our Groupwide Human Rights Statement. In line with our human rights due diligence program (Human Rights Program), we also take human rights aspects into account when conducting risk-based assessments of our business partners. From our suppliers, we expect, among other requirements, respect for human rights in their value creation as well. It is our declared commitment to respecting human rights along the value chain and to complying with regulatory requirements, e.g. such as those of the German Supply Chain Due Diligence Act (LkSG).

The Group is constantly improving its risk analyses, e.g. through focus risk analyses along the value chains, and will include the findings in future sustainability reports. Further information on the disclosure requirements can be found in this topical standard in section S2-4 Our measures starting on page 247.

Fresenius published a revised version of the Human Rights Statement in the reporting year. The statement reflects the requirements of the LkSG. We update it on the basis of the human rights focus topics that we identify, e.g. as part of the environmental and human rights risk analyses. The Human Rights Statement is available online on our website www.fresenius.com.

Our commitment set out in this statement is guided by the United Nations Guiding Principles on Business and Human Rights (UNGP) as well as the following internationally recognized human rights standards and frameworks:

  • ► United Nations (UN) Universal Declaration of Human Rights
  • ► UN International Covenant on Economic, Social and Cultural Rights
  • ► UN International Covenant on Civil and Political Rights
  • ► International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work
  • ► Organisation for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Business Conduct

We are committed to act in accordance with these standards and frameworks and to comply with applicable national laws. In cases where international human rights are restricted by local laws, we strive to respect the principles behind the international standards without conflicting with local laws.

Sustainability Statement

We do not tolerate any exploitative practices and take a firm stand against forced labor and child labor, as well as any other form of exploitation -- including human trafficking. We do not tolerate any use of force, threat of force, or other forms of coercion. These and other principles are set out in our Human Rights Statement.

Where applicable, the responsible business segments and departments address topics such as the handling of conflict minerals, developing technologies, or ethical issues in research, development, and clinical studies and take these into account in their respective operational activities. We do not purchase conflict minerals directly. However, it cannot be completely ruled out that they have been processed in components and semifinished products that we purchase and further process or use in our products. In this case, the relevant Group and business segment Codes of Conduct for dealing with suppliers and other business partners apply.

We rely on highly complex value chains to help ensure that people worldwide have access to healthcare and the medical technology and pharmaceuticals they need. Therefore, our commitment to respecting human rights extends beyond our company and also includes our value chain. We have established the Fresenius Human Rights Program to fulfill our responsibility and meet our due diligence obligations.

The identification and assessment of human rights risks as part of the Group-wide program follows a risk-based approach, which is described in detail on page 245.

Following the risk-based approach, Fresenius has focused its efforts since the initiation of the human rights program primarily on value creation stages in the upstream value chain that have a potentially high human rights risk according to relevant country and industry indices and over which the company has a greater ability to exert influence due to direct contractual relationships.

The aim is to extend the human rights program to sections further down the value chain and to downstream processes as part of the ongoing development of activities to respect human rights.

The Human Rights Program also serves to identify related impacts, risks, and opportunities, to initiate appropriate measures and thus to embed respect for human rights in our global value chain. Based on current knowledge of possible negative impacts and risks of child or forced labour in the value chain, these are not applicable to Fresenius for certain geographical areas or raw materials. The Group is continuously developing its risk analyses, e.g. through focus risk analyses along the value chains, and will include the results in future sustainability reports.

The Human Rights Program consists of five components, which we explain in our Human Rights Statement. A Group-wide Standard Operating Procedure (gSOP) defines

Sustainability Statement

the underlying processes. The gSOP describes the responsibilities for implementing the program and contains instructions for conducting risk analyses, for handling identified human rights risks, and for documenting measures and reporting.

Group-wide governance and responsibilities Operational implementation is ensured through Groupwide governance and clear responsibilities within the business segments and at Group level.

The Management Board oversees our Group-wide Human Rights Program. The Group function Risk&Integrity reports directly to the Board member Sustainability. Within this Group function, the Group Human Rights Office is responsible for the Group-wide human rights due diligence approach, such as the Human Rights Risk Assessment methodology. It supports the business segments in implementing requirements that serve to fulfill their human rights due diligence obligations. In addition, the Group Human Rights Office monitors relevant legal and regulatory developments.

Each business segment has appointed a Human Rights function that is responsible for managing human rights due diligence in the respective business segment.

We have appointed risk owners for relevant departments. As subject matter experts, the risk owners are responsible for appropriate risk management and the implementation of risk analyses in their area of responsibility -- for example in Human Resources, Procurement, or Occupational Health and Safety. They report the results to the respective Human Rights function of their business segment.

We have set up a Human Rights Council to promote the exchange of information on current human-rights-related initiatives and topics within the Group. It meets quarterly and is made up of representatives from various functions, such as Compliance, Sustainability, Communication, and Procurement, as well as the Human Rights functions and the Group Human Rights Office.

A report on the further development of the Human Rights Program, as well as identified risks and corresponding measures, is submitted to the Management Board and other bodies at least once a year and on an ad hoc basis. A report is also submitted to the Management of the business segments.

Certain aspects of the Human Rights Statement are also integrated into relevant departments and processes through the compliance management systems and the internal control system.

Sustainability Statement

Risk analysis and impacts

Human rights risks can change over time. We therefore conduct annual and event-related risk analyses.

Identifying and assessing human rights risks in our own company and in our value chain is a comprehensive process that consists of risk identification, risk analysis, and risk assessment. We follow a risk-based approach that can be divided into three phases.

In the first phase, Fresenius conducts a country- and industry-specific abstract risk analysis to identify potential human rights risks.

To evaluate which of the identified potential risks could also be actual risks, we conduct a gap analysis in the second phase. For this purpose, we use standardized questionnaires, for example, to record processes, responsibilities, and procedures for each potential risk area. This applies to our own business as well as to the value chain. The risk owners and experts from the affected departments are closely involved in these gap analyses.

In the third and final step of the risk analysis, the gaps and risks identified are analyzed and evaluated, taking into account the impact on those affected and the likelihood of occurrence. We then define remedial and preventive measures for prioritized risks. As part of the regular risk analysis, the Fresenius Group has identified human rights issues and areas of action in all business segments in accordance with the requirements of applicable international and national laws. Information on the results of the risk analysis carried out in the reporting year can be found in the this topical standard in section S2-4 Our actions starting on page 247.

Transparency in our value chains is important to us in order to counter the risk areas mentioned and to identify any further risks in our procurement processes and potential negative impacts on human rights. We expect our suppliers to comply with applicable laws and to meet the more extensive ethical standards set out in our Code of Conduct for Business Partners. These also include specific requirements for our business partners to respect human rights, such as prohibiting any kind of child labor, forced labor, or human trafficking in their company. You can find information on our Code of Conduct for Business Partners in the topical standard G1 Business conduct on page 291.

Prevention and remedial measures

To prevent, eliminate, or minimize human rights risks, both the Group and each business segment take appropriate preventive measures tailored to the individual case in our own business and in the value chain. In cases where our business activities have caused or contributed to human rights violations, we take appropriate and effective casespecific remedial action. Further information can be found in this topical standard, section Our actions, starting on page 247.

Complaint procedure and processing

We value open communication and strive to create an environment in which patients, employees, members of local communities, business partners, or other potentially affected persons can report human rights violations or noncompliance with environmental regulations. To this end, we have set up whistleblower systems, which we report on in the section Due diligence procedures and reporting channels starting on the next page.

Documentation and reporting

In accordance with the requirements of the applicable laws, the Fresenius Group continuously documents its compliance with human rights and environmental obligations. A report on the Human Rights Program is provided at least annually and as needed to the Management Board and to other bodies such as the Audit Committee as part of the Supervisory Board, those responsible for risk management and internal control systems, and the works council. In 2024, this included the results of the risk analysis and the further development of the Human Rights Program. The associated board resolutions and decisions are recorded in the minutes of the meetings and then communicated to relevant departments via the Human Rights function. Further information on committees, responsibilities, and the responsibility of the Audit Committee can be found in standard ESRS 2 on pages 151 ff.

Sustainability Statement

We also regularly inform our employees using various communication formats, such as the intranet. We report annually in our Sustainability Report and other publications on the risks we have prioritized, the preventive and remedial measures we have taken, and any duly justified cases. Information on our Human Rights Program is publicly available on our website www.fresenius.com.

[S2-2] Processes for engaging with value chain workers about impacts

Implementing respect for human rights in our business activities and value chain is an important and complex task. We always conduct both the risk analyses and the conception of measures from the perspective of those affected. We strive to initiate and expand the dialog with relevant internal and external stakeholders, but in particular with vulnerable stakeholder groups and their legitimate representatives, in order to take their interests into account appropriately -- in part on the basis of the results of our risk analyses. At the time of reporting, a general procedure for cooperation with these interest groups is being developed and will be successively implemented and expanded in the future.

In the reporting year, our focus was on gaining a better understanding of our actual and potential negative impacts on workers in our value chain and on minimizing or, if possible, eliminating them through appropriate measures. In addition, we want to deepen our knowledge of our potential

positive influence on workers in the value chain. This should also help us to focus our activities on areas where we can contribute to improved working conditions, e.g. by working more closely with our business partners. These aspects were in the conception phase during the reporting year.

[S2-3] Processes to remediate negative impacts and channels for value chain workers to raise concerns

The aim of any remedial action is to end or minimize and, if possible, reverse the human rights or environmental violation. To measure effectiveness, we review the implementation of the measures at a case-specific interval. If necessary, we initiate further measures. A process is only considered closed when all remediation measures have been fully implemented. To address negative impacts on workers in our value chain, we have developed a toolbox to provide practical support for remediation measures. This is aimed at colleagues involved in investigating human rights and environmental violations affecting employees of Fresenius as well as workers in the value chain and consists of various components. These include general guidance on remediation in accordance with the LkSG and international

human-rights-related standards and principles. It also includes guidance on dealing with specific human rights violations and a handout for evaluating the effectiveness of remediation.

We are continuously working to develop and expand the processes and procedures of our Human Rights Program. In addition, we test existing procedures as well as new approaches and concepts together with various participants. These include, for example, official advice centers for the implementation of human rights due diligence and specialized consulting firms.

We offer internal and external reporting channels so that potentially affected parties can report violations of our standards and principles as easily as possible and communicate concerns and needs. Employees of the Fresenius Group as well as external stakeholders -- including those in the supply chain -- can use the existing reporting channels to submit their information to the Group or the business segments. Concerns related to human rights can also be submitted via a dedicated email address ([email protected]).

We report on the availability of our complaint mechanisms and the various reporting channels on pages 289 f. in the topical standard G1 Business conduct and in other publications, e.g. in the LkSG report, our Human Rights Statement, and the Code of Conduct for Business Partners, which are available on our website www.fresenius.com.

Sustainability Statement

All reports are processed by specially trained employees within a specialist team. Depending on the circumstances, it may be necessary for us to involve other departments to clarify an incident. Fresenius is committed to ensuring that all employees involved in the process handle all information professionally, independently and impartially, carefully, and confidentially. The complaint mechanism is regulated in a separate gSOP and is also described in detail for external stakeholders on the Fresenius website www.fresenius.com.

It is important to us that our employees, business partners, and their employees know how and where they can report potential human rights violations. To further raise awareness of this reporting channel, we have included relevant information in the human rights training that we developed during the reporting year. We describe the training in detail in the following section.

[S2-4] Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions

The risk analysis focuses on the potentially negative effects on and risks for Fresenius employees and workers in the upstream value chain. We are continuously working to better understand the actual impact of abstract risks in order to develop further specific and effective measures in

addition to the preventive measures already in place and to avoid negative impacts on Fresenius employees and workers in our value chain. In addition, we carefully monitor regulatory developments relating to human rights for our business processes and our value chain and review our processes accordingly.

  • ► Procedure: The risk analysis carried out and further developed in the reporting year confirmed existing prioritized risk areas such as disregard for freedom of association, right to collective bargaining, and environmental contamination. By continuously deepening our risk analyses, these results were expanded in the reporting year to include a high abstract risk of possible discrimination and unequal treatment of workers in the value chain, as well as potentially inadequate occupational health and safety measures and the resulting work-related health hazards. The possibility that adequate wages might be withheld was also included as a prioritized risk area. We have identified these human rights risk areas as particularly relevant due to their potentially serious impact and our ability to influence them.
  • ► Actions: In order to counter the potentially negative effects, we have initiated and implemented further preventive measures in addition to existing ones. With the

risk-based implementation of human rights and environmental clauses in contracts, we also agree with suppliers on specific requirements for cooperation and information obligations in the event of human rights violations. Our Code of Conduct also sets out fundamental expectations regarding respect for human rights. In order to monitor compliance with these principles and use the results to provide industry-wide support, Fresenius Kabi, for example, prepared to join the Pharmaceutical Supply Chain Initiative (PSCI) in the reporting year. From 2025, the company will participate in the industry-wide audit pooling and thus contribute to greater transparency regarding working conditions and -- where necessary -- corresponding corrective or remedial measures in the pharmaceutical supply chain. In order to further increase transparency in our upstream and downstream processes, we also plan to further expand the existing descriptions and visualizations of our value chains and carry out focus risk analyses on this basis.

In the reporting year, we did not receive any reports of serious human rights incidents or issues in the upstream or downstream value chain that required remediation.

In order to strengthen our positive impact on workers in our value chain, we are working on implementing broader measures in addition to measures tailored to individual cases. This includes the creation of a Group-wide training program on human rights, the conception of which began in 2023. A central element of our Human Rights Program is

Sustainability Statement

educating our employees on this important topic -- not only about their personal human rights, but also about the contribution that everyone can make in their daily work. The human rights training will be rolled out successively for our own employees from 2025 onwards. It imparts knowledge about individual rights and how to deal with possible human rights violations. In addition, we point out existing reporting options.

With thousands of suppliers worldwide, we can also make a positive contribution in the value chain by educating them about respecting human rights. We plan to use our newly developed human rights training for this purpose as a supporting measure in our cooperation with our suppliers from 2025 onwards. The selection of suppliers to be trained will be based on their risk profile. The training is designed to promote awareness of human rights while strengthening cooperation with stakeholders in our value chain in order to establish common standards for ethical behavior. In this way, we want to actively contribute to the further development of our corporate culture and a shared understanding in our value chain.

The training is part of an action plan to counter the impacts, risks, and opportunities outlined. This does not require significant operational expenditure (OpEx) or capital expenditure (CapEx). The necessary resources are defined on a case-by-case basis.

We plan to continuously monitor the effectiveness of the measures after implementation.

[S2-5] Targets related to managing material negative impacts, advancing positive impacts, and managing material risks, and opportunities

In the 2024 reporting year, Fresenius did not define a Group-wide target for 2025 that is related to managing significant negative impacts, promoting positive impacts or dealing with significant risks and opportunities regarding workers in the value chain.

Nevertheless, the Group evaluates the effectiveness of the implemented concepts based on the approaches, procedures and measures presented in this topical standard. It is our Group-wide ambition to regularly analyze human rights impacts, prevent violations, minimize risks, take necessary remedial action in the event of violations, and seize opportunities. This applies in our value chain, in our own companies, and in connection with our products and services.

The comprehensive Human Rights Program established for this purpose is described in detail in this chapter. As part of this, we continuously identify and assess all material risks that arise in this context. We integrate findings into our planning in order to take advantage of opportunities and address potential risks at an early stage. As part of the further development of the Fresenius Human Rights Program, we plan to formulate quantifiable targets building on this.

Training on human rights will be gradually rolled out for Fresenius' own workforce from 2025. It provides knowledge about individual rights and how to deal with possible human rights violations. In addition, reference is made to existing reporting options. The training must be repeated at regular intervals.

With thousands of suppliers worldwide, we can also make a positive contribution to the value chain by educating them about respect for human rights. We plan to use the newly developed human rights training from 2025 on an ongoing and targeted basis as a supporting measure in our collaboration with suppliers. The suppliers to be trained will be selected on the basis of their risk profile.

Based on the mapping of the value chains, the implementation of focus risk analyses will be prepared from 2025 onwards

S2-Company-specific

The metrics describe the reports received through our reporting systems in the reporting year that were related to human rights -- broken down into those affected in our own operations and those in our value chain. Of the 28 reports received, 4 were violations of working hours and rest breaks, remuneration and occupational health and safety.

Sustainability Statement

No report was related to a severe human rights violation in the upstream or downstream value chain or in our own operations.

REPORTS RECEIVED WITH HUMAN RIGHTS RELEVANCE

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Information on incidents and remediation with a violation of human rights relevance can be found in the topical standard S1 Own workforce, section S1-17 Incidents, complaints, and severe human rights impacts starting on pages 238 f.

ESRS S4 CONSUMERS AND END-USERS

[S4] Consumers and end-users [S4 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

As part of our double materiality analysis, we have identified material impacts, risks, and opportunities (IROs) related to consumers and end-users in both the healthcare products and healthcare services sectors. Consumers and end-users are the people we treat in our hospitals, who use our products on patients, e.g. healthcare professionals such as doctors, nurses or pharmacists, or who receive our drugs as part of their therapy plan. We do not distinguish between different types of patients.

The aim of medical care provided in our facilities or with our products is to improve the health of patients. Nevertheless, the medical care of people also entails risks if our products are wrongly administered or in case of abuse. This could be harmful to consumers and end-users and/ or increase the risk of illnesses. Patients therefore depend on accurate and accessible product- or service-related information, such as product labelling, package leaflets and

patient information. Further, as explained in standard ESRS 2, we provide trainings and training materials to healthcare professionals, to enable correct and effective use and to minimize potential adverse effects. Our consumers and end-users may be particularly susceptible to health effects in our industry. Responsible marketing, advertising and distribution are therefore controlled by external regulatory requirements which have to be appropriately considered in our internal guidelines.

In connection with consumers and end-users, we have identified three material sustainability aspects on which we report below:

  • ► Privacy
  • ► Health and safety
  • ► Access to products and services

Sustainability Statement

[S4 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

Digitalization opens up pivotal opportunities for high-quality, sustainable patient care. Yet it also requires meticulous handling of personal and especially sensitive medical data within the Group.

Our Group-wide data protection concept forms the foundation for offering high-quality healthcare services. Thanks to our resilient data protection concept, we have an actual positive impact on information security, both for patients personal data and business segments company data. The data protection concept also has a positive impact on communication between healthcare professionals and institutions; it furthermore supports data compliance during the implementation of research and development (R&D) activities and clinical studies, thus contributing to our goal of further improving healthcare.

However, inadequate data protection, possible data breaches, and data leaks can have a potential negative impact on our patients. These factors can also prevent us from delivering healthcare services effectively. In this context, there are short-term financial risks for the Group: Failure to comply with legal regulations and to effectively protect health data can lead to reputational damage, sanctions, and far-reaching compliance incidents.

[S4-1] Policies related to consumers and end-users

Group-wide data protection concept

We have to align high-quality standards with economical, efficient IT-supported processes in our regulated markets, and are always mindful of the sensitivity of and increasing need to protect the data and information we process.

The Group and its operating companies may process personal and other information of our

  • ► patients,
  • ► employees,
  • ► customers, and
  • ► suppliers, as well as other business partners.

We are committed to respecting and protecting the rights and freedoms of all data subjects. Personal data is processed only for purposes specified in each case and in accordance with legal requirements. We also require third parties with whom we share data for specified purposes, such as providing services, to comply with applicable data protection requirements.

To meet new requirements or accommodate new technologies, we continually evolve our data protection management systems and related data protection measures. The monitoring process for impacts, risks, and opportunities is explained in the standard ESRS 2 starting on page 151. You will also find explanations of our internal controls, our activities in geographies, and information on the upstream and downstream value chain as well as our stakeholders.

Group-wide governance and responsibilities

At the Fresenius corporate level, the Sustainability Board member is accountable for data protection. The Data Protection Officer1 of Fresenius SE&Co. KGaA reports directly to this person.

In 2024, the Group function Data Protection was introduced, headed by the Group Head of Data Protection. Business segment Heads of Data Protection were also established. Together, they form the Group Data Protection Management Team.

The Management of the business segments and Management Boards are responsible for implementing dataprotection-related governance systems in their respective business segment. The business segments have defined responsibility for data protection, e.g., via a business allocation plan. The business segments Data Protection Experts act independently in the performance of their duties and report to their respective management.

Sustainability Statement

In addition, data protection is a regular topic of discussion in the Risk Steering Committee, which includes the Sustainability Board member, among others.

Apart from the above functions, Fresenius SE&Co. KGaA and all business segments maintain data protection organizations in line with their organizational and business structure, including the aforementioned independent Data Protection Experts. The data protection organizations support the management and specialist departments of the assigned companies in operational data protection issues and in complying with and adhering to the applicable data protection requirements in the respective countries. The respective Data Protection Experts are responsible for monitoring compliance with these requirements. They are the point of contact for national and international supervisory authorities and are supported internally by other specialists. Depending on the business segment, the Data Protection Experts are organized centrally, regionally, and/ or locally. Their role is to advise Business Process Owners (BPOs) and other employees in the Group on data protection matters and coordinating data protection activities. A BPO is a natural person in the company who is responsible for processes in which, among other things, data is processed.

The responsibility for operating data protection tasks lies with the respective expert functions, supported by the processes of the data protection management system. In certain topics, such as risk analysis, our compliance management system provides additional support.

Guidelines and regulations

The realization of data protection is a joint task of all employees of Fresenius. At the core of this is the commitment of all business segments and Fresenius SE&Co. KGaA to the careful handling of data and the right to informational self-determination, as specified in the Fresenius Code of Conduct and the business segments Codes of Conduct. Further information on the corporate Code of Conduct can be found under the topical standard G1 Business conduct starting on page 286.

Moreover, we have implemented mandatory internal policies for data protection and the handling of personal data. Binding Corporate Rules (BCRs) have been established as the compliant data transfer mechanism for EU personal data transfers to third countries for Fresenius Corporate (Fresenius Management SE, Fresenius SE&Co. KGaA and all affiliates in the reporting segment Fresenius Group) and Fresenius Kabi (entities directly or indirectly controlled by Fresenius Kabi AG). Other legal entities in the Group utilize standard contractual clauses (SCCs) for the same purpose. Their BCRs, SCCs, and data protection policies from other segments are complemented by further Group regulations, Standard Operating Procedures (SOPs), or working instructions and guidelines. The respective expert functions of the data protection organization make the applicable policies and SOPs available and comprehensible to stakeholders. Our guidelines apply to the geographies in which we operate production sites or healthcare facilities.

We also consider the upstream and downstream value chain if required due to contractual or regulatory provisions, e.g. in the aftersale service of medical technical equipment. Our stakeholder groups are explained in standard ESRS 2, section SBM-2 Stakeholders and partnerships starting on page 159.

Extensive data protection information is also provided. The Privacy Employee Notice informs employees about the data processing taking place in the respective company and is made available to them online and on bulletin boards. Additionally, data protection information is accessible on the Fresenius SE&Co. KGaA website www.fresenius.com.

To ensure compliance with data protection regulations, several functions in the Group perform regular monitoring activities. Internal Audit departments perform independent audits to enhance the effectiveness of risk management, control, and governance processes in all business segments. Data protection aspects are also taken into account based on risk. In this context, data protection measures, including guidelines and their implementation, are considered from a risk-oriented perspective. In 2024, eight audits focusing on data protection were conducted. The data-protection-related results from these audits are analyzed by the respective Data Protection Experts and are integrated into the continuous improvement of existing measures. Furthermore, Data Protection Experts, among others, perform regular specific data protection audits. We are also subject to external controls and, if necessary, (use third parties to) carry out audits of business partners involved in our data processing activities.

Sustainability Statement

In addition, data protection controls and data protection risk assessments are integral components of various internal control frameworks in the business segments. Findings on potential improvements from data privacy audits, risk assessments, and reviews are used to continuously improve our data protection processes.

Risk assessment

We regularly assess risks related to data protection, IT security, and information security using standardized methods. All business segments and Fresenius SE&Co. KGaA record their data processing activities in central IT applications and subject the data processing activities to a data protection review, including a risk assessment and, if necessary, a data protection impact assessment, as early as possible in the implementation process. In this context, the data protection experts support those responsible in preparing a data protection impact assessment, if required. This approach enables us to implement the data protection requirements through the use of appropriate technical and organizational measures in processing personal data and to minimize potential risks. Regular reviews are conducted to ensure that they are up to date, for example with regard to technical developments. Our internal control system also supports the review of data protection controls and the performance of testing. Existing controls are also checked for their implementation. Additionally, it is the responsibility of the respective process owner to provide notification of relevant planned changes in data processing activities, thereby enabling a new data protection review to be conducted if necessary.

International data transfer

As a multinational organization operating globally, we assign high priority to ensuring an appropriate level of data protection in all international data transfers, as defined by the European Union's General Data Protection Regulation (EU GDPR) and other international legal requirements. This includes our BCRs, supported by mandatory internal company policies and guidelines. BCRs ensure that participating companies establish a uniform level of data protection aligned with the EU-GDPR standards and contribute to the lawful processing of personal data internationally within the companies. We closely monitor the latest developments in the area of international data transfer and incorporate them into risk assessments and contract negotiations. Internally published templates are subsequently adapted. When data is processed in another country by third parties, the contractor undergoes a careful review. We take measures, such as additional safeguards like pseudonymization, to ensure compliance with privacy regulations and maintain an appropriate data protection level. The data protection departments are involved in all negotiations relating to data protection contracts.

Training

We train employees on current requirements and threats related to data protection and data security, using an extensive range of e-learning courses, face-to-face training, and other training measures. Therein, we differentiate between specialist functions and responsibilities, the scope of training, and between voluntary and mandatory training. We supplement general training with training measures for specific employee groups. In this way, we ensure that employees entrusted with processing data are informed about the current legal situation and the corresponding internal requirements. Basic training on data protection is mandatory for all employees.

We inform new employees about the appropriate handling of sensitive data and oblige them to maintain confidentiality. Newly hired employees also receive online mandatory instruction in data protection within a defined period. It is furthermore specified when and how often evidence must be provided regarding the instruction of employees in data protection. Within our Group, this ranges from eight weeks for initial training courses to at least every two years for subsequent updated training courses.

We take the interests of patients into account through the procedures described in the following section on their involvement.

Sustainability Statement

[S4-2] Processes for engaging with consumers and end-users about impacts

[S4-3] Processes to remediate negative impacts and channels for consumers and end-users to raise concerns

Data subject rights

All business segments and Fresenius SE&Co. KGaA are committed to safeguarding the rights of data subjects by adequately informing them and by having established processes and tools in place to ensure that requests are answered sufficiently and in a timely manner. Fresenius informs data subjects -- whether employees or external parties -- about the processing of their data, such as collection and storage, via privacy notices. Via internal communication channels, we notify employees of any amendments to the data protection information that affect them.

We provide data subjects with information in a concise, transparent, intelligible, and easily accessible way, enabling them to understand what personal data we process about them. Requests can be evaluated and responded to at corporate or segment level, or both, and in the local language. Our technical and organizational measures, including the implementation of corresponding applications, are designed to safeguard the rights of data subjects in accordance with the EU-GDPR.

With these solutions, we aim to support data subjects in exercising their rights to access, rectification, restriction, objection, portability, and erasure of their personal data in a timely manner. We comply with such data subject requests or rights in accordance with legal requirements.

In order to inform our decisions and activities related to data protection, we frequently engage with specialists in the field who represent the interests of stakeholders such as patients and end-users of our products. These discussions and possible operational implementation are within the responsibility of the data protection organizations. Regular alignment meetings of experts from data protection and other departments such as IT ensure in dedicated committees that IT security, information security, and data protection topics are discussed. Based on the outcomes of these meetings, measures may be derived, or strategic decisions formulated and proposed to the respective management.

In addition, the Data Protection Experts regularly exchange information on best practices and initiatives during Group Coordination Meetings and conferences, jours fixes, and in other formats.

In principle, all personal data and company data is protected. Our patients' health data, in particular, is subject to strict data protection regulations, and all data processing activities are checked for their legality and appropriateness. This also includes implementing appropriate technical and organizational measures to safeguard personal data.

Reporting systems

External parties and all employees of the Group may raise concerns regarding data protection either via the existing reporting systems provided by a third-party processor or dedicated email addresses, or a contact form on the corporate website. We provide information about our whistleblower systems through our compliance organization. Data protection violations can also be reported via this system. Our data protection information includes in addition contact details of the Data Protection Experts and general functional mailbox addresses directly routing to the respective data protection organization.

We promptly investigate and evaluate all reported indications of potential infringements and adjust our processes as necessary. When required, we report privacy breaches to the relevant authorities and inform affected individuals without undue delay and in accordance with legal requirements. The data protection organizations conduct their own investigations and document possible violations.

As detailed in the respective guidelines, incoming reports are treated confidentially to protect the reporting persons. The Data Protection Experts prepare reports on the number, type, and processing status of data protection incidents and data subject inquiries, which are communicated in accordance with the organizational structure explained. If a negative impact on consumers or end users has materialized, the effectiveness of corrective measures is reviewed.

Sustainability Statement

The responsibility for this review lies with the responsible data protection organization. For detailed information on our reporting systems, their confidentiality, and the outcomes from the reporting year, please also see the topical standard G1 Business conduct starting on page 286.

In 2024, our audits and risk assessments of our reporting systems, and of data protection compliance and control of risks took place at segment or local level. If necessary, their findings are remediated on the respective level. Effectiveness of identified risk-mitigating measures is evaluated and aligned with expert functions and affected departments. Measures to prevent the same or similar cases are identified and implemented from both a technical and organizational perspective, such as encryption or working instructions. Findings resulting from audits are also used by the data protection organizations as an opportunity to implement risk-mitigating measures, where needed.

[S4-4] Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and endusers, and effectiveness of those actions

In the event of data protection breaches, additional protective measures or the adaptation of contractual clauses may be necessary to enhance the protection of rights and freedoms, depending on the severity of the breach identified. As no material data protection incidents were reported in 2024, Fresenius has not adopted any central measures in connection with identified impacts, risks, and opportunities.

We take specific actions when weaknesses are identified, new business areas are created, or regulatory requirements change. The projects undertaken in the reporting year to address the identified material impacts, risks, and opportunities are designed to support our employees in responding appropriately to instances of misconduct or noncompliance with our internal or external regulations. For example, we have proactively supported the design of the AI governance process and implemented a data protectionspecific risk assessment for AI applications, which serves in particular to act within the framework of legal requirements.

We evaluate the effectiveness of our measures based on the reports and data protection incidents received as well as the results of audits and risk assessments, as described in section S4-3 Engaging with patients starting on page 253. We aim to achieve a positive impact on data protection for consumers / end-users through these activities.

The improvement and derivation of measures data protection is the subject of operational consulting in committees in cooperation with the regular exchange with the data protection officers in our Group.

We are increasingly using artificial intelligence in our business activities, ensuring that data protection is a priority from the outset. Further information can be found in the company-specific standard Digital transformation in the section Ethics in digitalization on page 282.

[S4-5] Targets related to managing material negative impacts, advancing positive impacts, and managing material risks, and opportunities

Our ambition is to avoid data protection violations. To achieve this goal, we measure our incidents and work to further refine metrics and KPIs in order to specifically identify data protection trends.

Through the described activities in the area of data protection, we aim to sensitize our employees to the importance of handling personal data in a compliant manner. We strive to equip them with extensive knowledge and careful handling practices to avoid data protection violations. Additionally, we want them to be able to identify any data protection violations immediately and take the necessary measures without delay.

Sustainability Statement

We measure the effectiveness of our concepts based on the number of data protection breaches that occur and, if applicable, the recurrence of a similar incident. If these occur, an evaluation is carried out through a defined process. This can lead to actions being taken to prevent future breaches, the adaption of internal guidelines, or the initiation of additional training. We continuously monitor our compliance with privacy laws and regulations through our risk assessment and monitoring activities.

S4-Company-specific

A total of 21 reports were submitted in 2024. In the reporting year, no data breaches were reported via the reporting channels that had a direct impact on the financial position or reputation of our company. The number is derived from the respective case category in the Group Compliance Case Management. For information on the system, the categories and the metrics, please refer to the topical standard G1 Business conduct starting on page 286.

[S4 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

Our pledge Committed to Life underlines our mission: To save lives and improve patients' health and quality of life. We want to achieve this by providing access to affordable, innovative medical products, offering high-quality clinical care, and creating a framework for the safe handling of medicines. This is associated with actual positive impacts on the health and safety of patients in our healthcare facilities and in our downstream value chain. The high quality of care is also in our own interest, as it is directly linked to the success and duration of medical treatments we offer. This is accompanied by complying with the strict hygiene provision in our health care facilities. High-quality care can help to shorten the duration of hospital stays and improve quality of life; thus leading to efficient use of the financial resources required for treatment. In addition, patients and their relatives are more satisfied with the processes and structures in our healthcare facilities.

In our business operations and in our downstream value chain, it is important to avoid potential negative impacts on patients' health and safety: These impacts can be related to individual incidents as low treatment quality during a

hospital stay, the manufacturing and distribution of medical products, and the administration or incorrect use of our products. This can result in short-term financial risks and impacts on the health of people, as well as long-term reputational damage. Such risks may arise if, for example, the trust placed in us is diminished, our social reputation is negatively affected, or compensation payments, e.g. as a result of personal injury, and other costs are incurred.

[S4-1] Policies related to consumers and end-users

Group-wide quality management for patient and product safety

Our aspiration is to provide patients with the best possible care. We have set this out in our Group-wide Code of Conduct. We offer medical treatments and products that meet our strict requirements for quality and safety. It is essential for the safety and well-being of our patients that we appropriately label our products, describe our services in a transparent manner, and provide all relevant information to patients or their relatives in our healthcare facilities. For healthcare professionals, relevant information on pharmaceutical products or medical equipment is provided through dedicated communication channels, for example websites, and trained experts from our business segments.

Sustainability Statement

Our internal training also encompasses acting with integrity and responsibility with third parties, like relatives, if required for an individual function or an area of responsibility.

This Group-wide approach to quality management encompasses all business activities in the respective geographical areas, our upstream and downstream value chain, and all stakeholder groups that directly contribute to the safety and quality of our products and services. The requirements for ensuring the quality and safety of medicines and medical technology products on the one hand and the health and safety of patients on the other differ in our healthcare facilities and production sites. The two business segments Fresenius Helios and Fresenius Kabi have therefore implemented their own policies and management concepts, which are supported by corresponding guidelines.

In the area of quality management, we monitor, manage, and improve processes with the support of performance indicators. We measure the quality of patient care, patient safety, patient satisfaction, and product safety with various indicators. In addition, we monitor hygiene provisions in our healthcare facilities based on specific parameters. Internal specialists regularly review relevant data in

the business segments, in some cases daily. If deviations occur, our specialists initiate root cause analyses or peer reviews; they evaluate deviations and, if necessary, determine corrective or preventive actions. Regular internal audits and self-inspections -- at least annually -- as well as external reviews and audits, support data verification and management approaches, for certified and non-certified entities. In this way, we want to ensure that patient health activities comply with internal guidelines and regulatory provisions. The overarching ambition is to enhance the efficiency and coverage of our quality management systems and, ultimately, the credibility of the procedures and systems in place.

Key Group regulations, in which we also formulate our high standards with regard to the quality and safety of our products, services, and therapies, e.g. the Fresenius Code of Conduct, are available for download on the website www.fresenius.com. Where guidelines specify the operational business activities of the business segments, these are also made available on the websites of national subsidiaries. Such guidelines, which deal with processes for patient safety and product quality, are available to employees on the intranet of the business segments.

You can find out how the interests of patients are taken into account in the section Engaging with patients starting on page 262.

Compliance with international requirements and internal guidelines

In order to ensure the health and safety of patients, transparency in the healthcare sector must be promoted and access to high-quality information must be made possible. This also corresponds to our own aspiration. At Fresenius Kabi, this particularly refers to labeling and product information. At Fresenius Helios, we summarize our efforts under the term patient information. The Group's business segments must comply with sector-specific laws, which, for example, regulate the handling of payments to healthcare professionals and organizations, determine the disclosure of data from clinical or patient studies, or require transparency in pricing and reimbursement procedures for pharmaceutical products. They are also obliged to take our own ethical principles into account in their business activities.

Our quality management systems meet and are based on respective standards or are adapted to them. In addition to compliance with the applicable laws within quality management, internationally applicable frameworks are particularly important for product quality at our production sites and distribution centers and subsequently also for product safety. Meeting strict regulatory requirements is always our top priority.

Sustainability Statement

In our clinics and healthcare facilities, we apply internationally recognized standards from the hospital sector and local regulatory requirements and laws for the outpatient and inpatient care of patients, e.g. the Fifth Book of the Social Code (SGB V) in Germany, which regulates basic requirements for quality assurance.

Our commitment to product safety and to patients' health and well-being is reviewed and certified by external partners or regulatory bodies. We are expanding the number of production sites and healthcare facilities certified to ISO 9001 standard, applicable internationally acknowledged care or hospital standards, or quality standards provided for centers of expertise for certain areas of treatment. However, the locations adhere to internal quality standards at least, which consider the applicable regulatory provisions. In addition to the standard of the International Organization for Standardization (ISO) 9001, we use the following quality principles or standards, among others:

  • ► The methodology of the Initiative for Quality Medicine (IQM), the model of the European Foundation for Quality Management (EFQM), the standards of the Joint Commission International (JCI), and the Spanish Association for Standardization UNE, for healthcare facilities, as well as
  • ► Good Manufacturing Practice (GMP), current Good Manufacturing Practice (cGMP), Good Distribution Practice (GDP), Guideline on Good Pharmacovigilance Practices (GVP), the Code of Federal Regulations (CFR) of the U.S. Food and Drug Administration (FDA), and
  • ► the ISO 13485 quality management standard for medical devices in our production business.

Furthermore, for example in the area of antibiotics production, we are committed to developing quality standards that go beyond the legal requirements, which take into account safety, health protection, and environmental protection. Additional information can be found in our topical standard E2 Pollution, starting on page 199. In Germany, we set standards in the area of treatment quality by systematically recording key figures and reporting externally. We are a founding member of the industry initiative IQM -- Initiative Qualitätsmedizin (Initiative for Quality Medicine). Not all locations have the same scope of certifications, as the coverage at business segment level depends on the standards or specifications to be applied.

Depending on the business area and market, we are subject to further specific regulatory requirements and standards. This includes legislation on the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), the Restriction of Hazardous Substances (RoHS), and the Medical Device Regulation (MDR), among other standards. In addition, we have to adhere to regulations that specify products used in patient treatments, e.g. product safety provisions with regard to hazardous materials in single-use products in hospitals.

In addition, the business segments follow their own guidelines, which contain concrete instructions for specific processes and are in some cases closely linked to existing

legal requirements. Responsible marketing, advertising, and sales in our product segments are not only controlled by external regulatory provisions applicable to healthcare companies, but also by internal regulations, e.g. those concerning the approval management of national and international scientific marketing documents. For our healthcare services business, ethical marketing regulation applies based on regulatory provisions regarding reimbursement schemes by healthcare authorities and insurance providers. In Germany, the Model Professional Code for Physicians (Musterberufsordnung, MBO-Ä), the German Health Services and Products Advertising Act (Heilmittelwerbegesetz, HWG), and the Act against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb, UWG) apply to doctors and hospitals. These laws are designed to protect patients and prevent doctors from being guided by commercial interests and putting profit before patient well-being. These provisions and topics are therefore also partially addressed in the compliance guidelines of our business segments, insofar as they relate to the topic of granting benefits to doctors and representatives of other healthcare professions.

Our Group-wide Human Rights Program is aligned with internationally recognised instruments relevant to our consumers and end-users, including the United Nations Guiding Principles on Business and Human Rights. We report on our human rights policy commitments in the topical standard S2 Workers in the value chain starting on page 241.

Sustainability Statement

In the 2024 reporting year, no violations of the UN Guiding Principles on Business and Human Rights, the International Labour Organization Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises in its downstream value chain were reported to Fresenius that affect consumers and/ or end-users.

Group-wide governance and responsibilities

Within the Management Board, the Chief Executive Officer (CEO) is responsible, among other things, for the Groupwide strategy and Group-wide initiatives in the area of patient and product safety or quality management, which are developed by the Corporate Development function. Since August 1, 2024, there has also been the position of Fresenius Chief Medical Officer (CMO) for the Group.

The CMO represents our Group in interactions with medical and scientific decision-makers. In addition, he advises the Management Board and the business segments on medical issues and designs and implements his own projects. The CMO reports regularly to the Head of Corporate Development.

Each Management of the business segments is responsible for operational management. The responsibility for patient and product safety or quality management and quality assurance, respectively, is regulated by the respective managements, e.g. via a business allocation plan.

In the business segments, employees must ensure that the applicable quality and safety regulations are always applied in their areas of responsibility. The employees in the production facilities, outpatient centers, and hospitals have a special obligation to exercise due care. The organizational structures and controls are adapted to the requirements of the individual business segments.

Information on the Management Board and the Supervisory Board as well as related procedures are explained in standard ESRS 2, section GOV-1 Our sustainability organization starting on page 151.

Quality management at Fresenius Kabi

An important goal of the quality management at Fresenius Kabi is to monitor the applicability, efficacy, and safety of products and services and their continuous improvement. To ensure the functionality of product risk management, the company has established an integrated quality management system, as well as a monitoring and reporting system.

The quality management stipulates that employees at all levels, from global to local, must receive regular quality-related training appropriate to their functions. This also means that all new employees or those who change to a new function within the company must receive appropriate training or that the responsible manager must determine the training requirement.

Fresenius Kabi regularly reviews the effectiveness of the quality management system through internal quality audits. Suppliers are subject to a qualification process based on the relevance of the delivered material or service. In this context, the business segment also checks whether suppliers regularly conduct the necessary quality training. Suppliers are audited every three to five years. Inspections

by regulatory authorities and audits by independent organizations are performed along the value chain at Fresenius Kabi. Fresenius Kabi promptly takes steps to deal with any possible weaknesses or deficiencies discovered during inspections.

The quality management system is binding for all organizations in the Fresenius Kabi business segment.

The central function Quality Management reports directly to the member of the extended leadership team of the business segment (Executive Leadership Team -- ELT), which is responsible for the function Technical Operations&Quality. The central function defines overarching standards and requirements for the business segment. Additional quality assurance functions are defined throughout the business segment to ensure compliance with companywide standards and guidelines. Fresenius Kabi's Corporate Safety Officers are responsible for the global vigilance system. They shall ensure that the business segment can respond quickly to safety-relevant events.

Fresenius Kabi's quality management system is organized in accordance with the ISO 9001 standard. Compliance with the standard is reviewed by TÜV SÜD in annual audits at a global level and covers 123 Fresenius Kabi organizations through a matrix certification; one further organization holds a local ISO 9001 certificate. In addition, numerous manufacturing plants have supplementary certifications, such as ISO 13485 for medical devices, a food safety management system according to FSSC 22000, or GMP in general for pharmaceuticals.

Sustainability Statement

Early-warning systems in product risk management Globally responsible safety officers react promptly when Fresenius Kabi becomes aware of potential quality-related issues. They initiate and coordinate necessary actions worldwide, such as product recalls. With its early-warning system, Fresenius Kabi evaluates any quality-related information from various risk areas to identify risks early and take corrective and preventive actions.

The early-warning system is designed so that trained complaints and safety officers worldwide record complaints and side effects in databases and forward the respective information to experts for review. In addition, Fresenius Kabi uses internal and external audits and key performance indicators to manage and optimize its quality processes. In this way, the safety profiles of the products can be continuously evaluated worldwide. Internal procedures ensure that we can react promptly and appropriately in the healthcare products segment if new side effects are identified for one of our products. These new side effects are communicated to healthcare professionals via a specified format called a Dear Healthcare Professional Letter in a timely manner. This is how we ensure that patients are treated with products that meet our safety standards.

Fresenius Kabi collects and assesses reports about individual side effects and reports them to health authorities worldwide in accordance with regulatory requirements. In addition, Fresenius Kabi regularly evaluates the benefit-risk

ratio of its products based on safety-related information from various sources (e.g. adverse event reports, medical literature). The results of these analyses are submitted to authorities as periodic safety reports.

According to regulatory requirements, Fresenius Kabi, as a pharmaceutical company, is obliged to describe its vigilance system in a Pharmacovigilance System Master File (PSMF). Fresenius Kabi uses a global database to collect and evaluate vigilance data on a quarterly basis from all local marketing and sales units.

In addition to the timely evaluation and reporting of single side effects to authorities, cumulative evaluations on side effects are carried out to guarantee the safety of the products (signal detection). These include important events, e.g. reports about side effects with a fatal outcome, to evaluate if new information is available about a known side effect profile or a new side effect of a product leading to a changed benefit-risk profile.

Labeling and product information

Fresenius Kabi's products are classified as pharmaceuticals, nutritional products, active pharmaceutical ingredients, or medical devices, for example, based on global or national regulations and standards. The marketing of these products is subject to various laws and regulations to ensure complete and fact-based product information.

Fresenius Kabi has a global policy and global standard operating procedures for its product information to ensure that it is in accordance with applicable laws and regulations and that the product information for correct use is clear, accurate, and not misleading.

The products of Fresenius Kabi are also subject to certain labeling requirements. The labeling of the products is checked regularly as part of the regulations and vigilance activities -- e.g. compliance with laws relating to side effects of medicinal products -- and updated if necessary. For example, product labeling is updated if competent authorities, e.g. the Pharmacovigilance Risk Assessment Committee (PRAC) of the European Medicines Agency (EMA), publish relevant information. The dedicated function at Fresenius Kabi uses an electronic management system for product labeling to manage the information necessary for labeling or printed packaging material and to ensure its correctness. The requirements of the European Falsified Medicines Directive or the U.S. Drug Supply Chain Security Act (DSCSA) lead the way in this context. Fresenius Kabi takes into account their specifications and has introduced appropriate processes for serialization, testing, and traceability for the relevant products.

Sustainability Statement

Treatment quality at Fresenius Helios

The business segment Fresenius Helios is managed by the holding company Helios Health. Due to the different national regulatory frameworks and standards as well as differences in the business models, the responsibility for patient and product safety lies with the Management of Helios Germany and Helios Spain. The structure of the management approaches of the divisions is regulated within the respective managements, for example via a business allocation plan. The CMO of the Group also coordinates synergy projects between the segments in this area as well as in the areas of medical quality and research.

All Helios clinics in Germany and Spain apply the internal quality guidelines and are included in the external reporting on quality indicators or patient satisfaction. For more information, see the Metrics section starting on page 267.

Patients can use the publicly available quality indicators for the Fresenius Helios hospitals in Germany and the public hospitals in Spain to see, among other things, how often certain treatments are carried out. This gives them important information on the doctors' experience and routine and helps them to make their own decisions about their treatment. Patient satisfaction is also published annually in the Helios Sustainability Report. This is intended to create transparency about the experiences of patients in our hospitals.

Quality management at Fresenius Helios in Germany In Germany, we had been engaged in the development of a quality management system in recent years with the aim of creating transparency regarding the quality of treatment results in the clinics and making them comparable. In 2008, Helios clinics in Germany joined forces with 14 other hospital operators to form the Initiative for Quality Medicine (Initiative Qualitätsmedizin, IQM). IQM is now the largest voluntary quality initiative in the German healthcare system.

Helios Germany applies the IQM management system and the related G-IQI in all German clinics. Newly acquired entities are integrated into this management system from the start of the acquisition. Further certifications encompass acknowledgment as centers of medical expertise, e.g. for oncology, diabetes, endoprosthetics, or other areas.

The quality management system at Helios Germany is based on administrative data (routine data) from patient treatments. The hospitals document each treatment step for later billing with the health insurance companies. This routine data shows whether the healing process took longer than expected, and whether complications or even a death occurred. It also indicates whether a treatment took a normal course or if mistakes occurred. Mistakes are then reviewed in peer reviews.

A total of 30 Helios specialist groups bring together the leading physicians in their respective fields. They ensure that the knowledge of their medical specialty is anchored in all hospitals and represent this internally and externally. They also advise and decide on the introduction of standard processes, the selection of medical products, sensible

innovations, and on campaigns. Furthermore, they discuss results from clinical trials and derive possible changes in treatment approaches from them.

Each clinic and each department receives a monthly report on the results of medical treatment quality. In this way, key quality parameters can continuously be monitored and, if necessary, countermeasures can be taken at an early stage. This data illustrates how the hospitals perform compared to the national average, to other Helios hospitals, or to IQM member hospitals.

The medical departments of Helios Germany and Helios Spain exchange ideas and information on specific topics. For example, the German hospitals benefit from Helios Spain's very close networking of outpatient and inpatient care, and can take advantage of this experience.

The task of the Quality Management Steering Committee in Germany is to coordinate the central steering processes of medical quality management and patient safety measures on a quarterly basis. Also on a quarterly basis, the medical management committees of the hospitals evaluate all reportable key figures together with the medical consultants. Reporting meetings are subsequently held with the steering committee on those facilities which report deviations such as suspicious quality indicators or reported cases relating to patient safety, in order to determine measures that still need to be implemented during the course of the year. These range from peer reviews at the hospital level, for example, to location-wide quality management measures at the corporate level, if necessary.

| Annual Report 2024

Fresenius

Sustainability Statement

Quality management at Fresenius Helios in Spain The quality management of Fresenius Helios in Spain fo-

cuses on three areas: safety and appropriateness of clinical practice, patient experience, and quality of service delivery.

To meet our standards, Fresenius Helios in Spain has implemented a quality management system that includes the definition and implementation of an annual quality plan. This plan contains defined objectives and the monitoring of KPIs and fosters the development of projects, the redesign of processes and their implementation in the company. The plan concludes with certification and accreditation by recognized organizations.

All Spanish hospitals of Helios Spain, once integrated in the business segment, are certified according to the ISO 9001 standard. They are also certified according to the Spanish Association for Standardization UNE, (e.g. for surveillance, prevention, and control of infections as well as for patient safety) or according to other standards recognized in the hospital sector (e.g. according to JCI and the EFQM model).

Fresenius Helios in Spain has a patient safety strategy that the Spanish segment regularly reviews and, if necessary, adjusts to ensure high-quality care in its hospitals and guarantee patient safety. This strategy covers all areas that directly impact patient safety and includes new approaches that are adapted to specific and innovative care processes.

The action lines included in the quality plan are implemented in the healthcare facilities through various methods, such as Helios Spain including the safety and appropriateness of clinical practice in its annual objectives. This also helps to align objectives with company policies and procedures.

In 2024, Fresenius Helios in Spain further deepened the casuistic analysis in its hospitals using the information contained in the Minimum Basic Data Set (MBDS). Casuistic analysis is the study of treated cases in order to draw conclusions about the course of the disease for future treatments. Helios Spain reviews the indicators twice a year to improve its processes.

The CMO function at Helios Spain is responsible for the coordination of patient care and safety, as well as research. The function receives support from the Corporate Operations department, whose focus is on improving therapies and other healthcare offerings, as well as developing and marketing digital applications in the outpatient sector. The Corporate Risk Function ensures the correct application of the Group's risk management standards by supervising and advising, both at Corporate and the local level. Likewise, risk owners will have the obligation to identify, assess, control, and report the risks that must be managed under their responsibility. The Corporate Patient Safety Committee is responsible for implementing the central strategy for patient safety, which is supported by the targets described in the following section.

Hygiene management in our hospitals

In the area of hygiene management, Helios focuses in Germany and Spain on the following aspects, among others: close monitoring of infections and pathogens, regular hygiene training for hospital staff (e.g. on correct hand disinfection) and monitoring antibiotic consumption. The implementation of and compliance with hospital hygiene measures in our German and Spanish clinics is accompanied and monitored by specially trained staff -- e.g. specialist hygiene nurses, hospital hygienists, and hygiene officers.

Patient information

Fresenius Helios provides information within its German and Spanish hospitals to its patients and their relatives about the patient admission process, if needed, with the help of the treatment contract, as well as special information documents and privacy statements. The therapeutic objective is discussed during admission and discharge discussions with the treating physicians. Throughout a hospital stay, nurses are an important point of contact and mediator for medical staff, patients and their relatives.

Fresenius Helios communicates general focus topics via an online magazine, social media, its German and Spanish websites, and in its communication campaigns for interested members of the public. In addition, information events on specific medical topics are held in many hospitals (known as patient academies).

Fundamental information about the Group | Economic report | Overall assessment of the business situation | Outlook | Opportunities and risk report

Sustainability Statement

[S4-2] Process for engaging with consumers and end-users about impacts

[S4-3] Process to remediate negative impacts and channels for consumers and end-users to raise concerns

Fresenius Kabi

Product monitoring

Fresenius Kabi regularly conducts user surveys and has integrated this activity into the quality management system via the Post-Market Surveillance System (PMS).

An important aspect of product safety is the CE labeling (Conformité Européenne -- European conformity). The CE label indicates that a product has been tested by the manufacturer and meets all EU-wide requirements for safety, health, and environmental protection. It is mandatory for all products manufactured worldwide that are marketed in the EU. With the PMS system, the business segment aims to ensure that data from production and post-production activities for CE-marked devices that are placed on the market, made available on the market, or put into service are collected and analyzed through one or more processes. To this end, the PMS system collects, records, and actively and systematically analyzes information to enable Fresenius Kabi to gain insight into relevant data on the quality, performance, and safety of a device throughout its life cycle, draw the necessary conclusions, and determine, implement, and monitor any preventive and corrective measures.

In detail, Post-Market Surveillance can help to:

  • ► systematically identify the risks associated with the practical use of a product,
  • ►check the performance of the products during use,
  • ► detect product defects and unknown safety issues,
  • ►continuously update the benefit-risk assessment and
  • ► quickly initiate necessary measures such as product recalls.

For each corresponding product, a PMS plan documents over the life cycle how consumers and/or end-users are involved with regard to product monitoring, e.g. through training of specialists or communication via the existing reporting systems, which are described below. It also specifies how cooperation is organized. The same applies to the phases in which involvement can take place. Further information is available on the website www.fresenius-kabi.com.

As a manufacturer, we can only guarantee that our medical devices offer patients the promised benefits and that there are no uncontrolled manufacturer risks if we continuously and systematically monitor them after they have been placed on the market.

Side effect reporting and reporting systems

The monitoring of adverse reactions or events (side effects) associated with the use of medicinal products is referred to as pharmacovigilance (drug safety). The statutory pharmacovigilance commitments relate to our medicinal products for human use. Similar regulations exist for medical devices.

Fresenius Kabi includes patients in its early-warning system and in the risk-benefit monitoring of its products, as described in detail in this topical standard in section S4-1 Our approach, Quality management at Fresenius Kabi, starting on page 258.

The business segment promptly informs its customers and the public about matters or measures concerning product and patient safety; this may be done directly or through appropriate public channels, if applicable.

The reporting of known or unknown side effects helps to gather more information on the safety of medicines or medical devices. For this purpose, the business segment provides contact details and forms to patients, their relatives and medical personnel. These can be used by the above-mentioned persons to report side effects that could be related to Fresenius Kabi's medicinal products or medical devices. They can also use these channels to report possible intolerances of the business segment's food products. All incoming reports are processed immediately.

Sustainability Statement

In addition to the company's own reporting channels, in Germany, for example, there is the option of submitting a report via the Federal Institute for Drugs and Medical Devices (BfArM - report risks). Similar processes are prescribed by the authorities in countries where we distribute our products and are listed on the package leaflet.

The availability of reporting channels for side effects or other reactions that occur in connection with the intake of medication or the use of medical devices is a mandatory regulatory requirement. Fresenius Kabi therefore lists its contact details in the respective package leaflets.

The timely processing of side effect reports from all sources and their reporting to the authorities is monitored by the business segment with the help of a performance indicator. Fresenius Kabi aims to submit all periodic safety reports worldwide to authorities in due time -- and thus to be 100% in line with legal requirements. Information on Fresenius Kabi's targets and compliance rates can be found on page 268 in the Metrics section.

In addition to the officially regulated reporting of adverse drug reactions by patients and medical and nursing staff, no additional protection of individuals is necessary for this form of communication. The regulatory requirements aim to ensure that consumers and/or end-users are informed about and aware of structures and procedures. Furthermore, in the case of adverse reaction reports, no retaliatory measures are indicated, as these are not indications of potential compliance violations, but individual health effects in humans. The reporting itself contributes to the protection of patients and should therefore always be viewed positively.

Fresenius Helios

Patient satisfaction measurement and grievance processes

We conduct patient satisfaction surveys in all our hospitals -- in Germany, the Helios Service Monitor is used for this purpose, while in Spain, the Net Promoter Score (NPS) is used. We do not differentiate between patient groups and take the views of all patients equally into account.

The business segment uses the Helios Service Monitor to measure the satisfaction of inpatients in its German hospital locations once a week. Employees on-site conduct short interviews on care and service. The anonymized results can currently be viewed individually by each clinic in a daily, weekly, or monthly cycle. The respective management of the hospital and other authorized persons receive the monthly survey results to obtain a general picture of satisfaction and to be able to identify areas of criticism. In addition, Helios Germany publishes the results of patient surveys and further data on medical treatment quality on its corporate website www.helios-gesundheit.de, see the menu item ''Qualität bei Helios'' (German language only). Statistically conspicuous results are examined by local management and measures are taken if necessary.

In Spain, Fresenius Helios uses the NPS to get specific feedback from patients who have been treated as inpatients, outpatients, or in emergencies. 48 hours after a hospital stay, an email is sent to patients asking if they would recommend the hospital and its services. The results are analyzed centrally and at hospital level by indication and medical area. The goal is to continuously improve the NPS results. The results can be found in the Metrics section on page 269.

Reporting systems

Fresenius Helios uses a reporting and learning system for critical events and near -misses of patients in all hospitals in Germany and Spain (Critical Incident Reporting System -- CIRS). This is anonymous, can be used in all areas of a hospital site, and primarily serves the preventive protection of both patients and employees. Based on the information collected via the reporting system, potential errors in processes and workflows can be identified. Fresenius Helios can derive measures for improvement accordingly. In addition, safety inspectionsare carried out at the hospitals on an annual basis. In this way, risks relevant for the entire business segment are identified and can be eliminated.

Furthermore, a dedicated system is used to regularly measure patient safety at its hospitals. Fresenius Helios has an obligation to report what are referred to as preventable serious adverse events, which the business segment categorizes using patient safety indicators (PSI). These refer to easily avoidable adverse events that can lead to particularly

Sustainability Statement

serious harm to patients. These include, for example, patient and side mix-ups during an operation or foreign bodies inadvertently left in the body. The PSI include both internationally established and Helios' own patient safety indicators.

Helios Spain uses an online reporting system for all types of incidents -- from near misses to sentinel events. Based on the definition from JCI, the latter are serious patient safety events that result in death, permanent harm, or severe temporary harm. The system is accessible for all healthcare professionals and hospital employees. The reported events are analyzed at least quarterly by each hospital Patient Safety Commission. Trends and causes are identified in order to implement the necessary improvements. This analysis is also recorded in the reporting system, and feedback is provided to the notifier.

We track the effectiveness of the channels described above by monitoring their use in the form of reports received.

Procedure for dealing with adverse events

An important part of Fresenius Helios' error management is the recording of allegations of treatment errors, justified or unjustified. These allegations include, to varying degrees, all specialties and all stages of treatment, from

patient information, diagnostics, surgery, and therapy to aftercare. In our hospitals, we actively encourage our employees as well as patients to report incidents, including dangerous or unsafe conditions and near misses, as a way of promoting patient safety. Remediation measures are effective, if no recurring event is reported in the respective healthcare facility.

Clinical alerts are also an important tool used by the Medical Directorate of Helios Spain to prevent patient safety incidents. These are designed to inform hospitals of important information related to adverse events and the implementation of timely interventions.

Helios Germany has anchored the implementation of measures derived from liability cases in a focus target on patient safety for hospital management as well as chief physicians. This aims to promote the processing of patientsafety-related incidents and the development of preventive measures.

Patients, our employees and third parties can also use our other reporting channels to report their concerns or needs. Information on our whistleblower systems and the protection of whistleblowers can be found in the topical standard G1 Business conduct, section G1-1 Our approach, Grievance and whistleblower mechanisms starting on page 289.

[S4-4] Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and endusers, and effectiveness of those actions

In the reporting year, no incident was reported on consumer and end-user issues through the established reporting channels that could have significantly impacted the reputation or financial position of Fresenius and from which we would have had to derive direct measures on Group level. This applies to reports related to patient health and safety as well as to reports of non-compliance with relevant laws and regulations. The comapny therefore assumes that measures and initiatives have proven effective in the reporting year.

We report on any human rights incidents or potential issues that come to our attention through our established reporting channels in the topical standard S2 Workers in the value chain starting on page 241.

With our preventive measures, which we continued to implement in the reporting year, we aim to counter the material impacts, risks, or opportunities we have identified in connection with the health and safety of patients. This encompasses those reported at the start of this topical standard. We want to enable our employees to react appropriately if they discover misconduct or non-compliance with our internal or external regulations.

Sustainability Statement

In Spain, we worked intensively during the reporting year on implementing measures arising from liability cases, as well as reported incidents indicating room for improvement in clinical practice and safety. In this way, Fresenius Helios aims to promote the introduction of preventive measures in all hospitals in Spain to avoid a repetition of such incidents. In this context, the medical management of Helios Spain has organized meetings on patient safety and risk management in 2024 to share experiences. There is also a Corporate Medical Claims Committee that meets quarterly to analyze high-impact claims together with the medical management of the participating hospitals.

In addition, Fresenius Helios has implemented the following preventive measures in 2024, as part of its quality management program.

Peer reviews

Fresenius Helios analyzes the cases -- including treatments and medical routines -- in hospitals in Germany that fail to meet individual quality targets, in order to identify and implement improvements. Particularly important are the specific audit procedures in the medical and nursing sectors, and the peer reviews -- expert discussions of cases. In Germany, trained physicians from the hospitals of Helios Germany and from the IQM network in particular cooperate in the peer review, and question statistical abnormalities. Their insights are translated into concrete recommendations for action in the hospital with the aim of increasing patient safety.

Training

Fresenius Helios in Germany has three simulation and emergency facilities: in Erfurt, Krefeld, and Hildesheim. Among other things, surgical procedures or crisis scenarios in the operating room are trained there. In addition, such training courses take place in the clinics directly. In the fields of emergency medicine, anesthesia, intensive care medicine, and obstetrics, decisions on the content and number of participants in the mandatory training courses are based on resolutions of the respective specialist groups.

In Spain, Fresenius Helios provides training on patient safety, quality management, and topics relevant to hospital workflows. Furthermore, Helios Spain offers several online training courses on patient safety. They are mandatory for new employees and for those whose work is directly related to care. The exchange of knowledge among the hospital network should be promoted through interhospital clinical training and meetings. Key figures on the training completed in 2024 can be found in the topical standard S1 Own workforce, section S1-13 Training and skills development metrics, starting on page 235.

The preventive measures described are not part of an action plan to which significant operational expenditure (OpEx) and capital expenditure (CapEx) are allocated. Any resources required are defined on a case-by-case basis.

[S4-5] Targets related to managing material negative impacts, advancing positive impacts, and managing material risks, and opportunities

The application of the highest possible quality and safety standards, the efficacy of products and services, and compliance with regulatory assessment and compliance requirements are essential to supporting our ambition: ensuring the long-term success of the company and enabling patient care. To achieve this, we set specific goals for each of our business segments.

Goals of Fresenius Kabi

Fresenius Kabi has set itself the following goals in relation to the health and safety of patients.

Benefit-risk ratio surveillance of our products

Compliance rates with the goal of 100% based on qualityrelated reporting:

  • ► Individual Case Safety Reports: Fresenius Kabi's goal is to report all periodic safety reports worldwide to authorities in due time.
  • ► Reporting of periodic safety reports: The business segment aims to submit all safety reports in accordance with the applicable regulations and therefore strives to report 100% of periodic safety report to the authorities in time.

Sustainability Statement

► Transmission of vigilance data: The goal is to receive timely data from all marketing and sales units worldwide.

The defined goals are based on official requirements for submitting the corresponding reports. These requirements are documented in process descriptions and are part of the specialized training. Further, these goals are reported for many years in the sustainability reports.

The progress of the goal and the evaluation of the key figures are measured at least annually as part of Fresenius' financial reporting. In the reporting year 2024, Fresenius Kabi accomplished very good compliance ratios for the reporting of vigilance indicators. The risk-benefit profile of all pharmaceutical products remained unchanged in 2024.

Audit&Inspection Score

Fresenius Kabi has set itself the goal of continuously achieving an Audit&Inspection Score of 2.3 or better. The score indicates the average number of major nonconformities identified in the inspections and audits considered.

The target value was initially set on the basis of the historical results of governmental inspections and audits. On this basis, Fresenius Kabi derived a target value that should not be exceeded. As this is a purely internal instrument, no other stakeholders were involved.

The Supervisory Board of Fresenius Management SE, as the responsible body for the Management Board compensation, has integrated the Audit&Inspection Score in

the short-term variable compensation of the Management Board and approved the goal.

The achievement of the goal is reviewed annually using the Audit&Inspection Score . The goal was achieved in 2024. Further information on the results can be found in the Metrics section from the next page onwards.

Goals of Fresenius Helios

In our healthcare facilities in Germany and Spain, we focus on targets that consider quality of treatment and care, as well as patient satisfaction. Besides quality of treatment, we also measure and control metrics related to patient safety.

Quality indicator achievement rate

Fresenius Helios sets relative company goals to measure the quality of treatment in its hospitals, using the España Inpatient Quality Indicator (E-IQI) methodology in Spain and the G-IQI methodology in Germany. The rate of treatment quality achieved in 2024 is part of the short-term variable compensation of the Management Board:

  • ► G-IQI (Germany, German Inpatient Quality Indicators): target 88%
  • ► E-IQI (Spain, España Inpatient Quality Indicators): target 55%

Fresenius Helios sets the ongoing targets annually, reviews them internally at the end of the financial year and adjusts the target values for the following year. These indicators are collected as metrics and are a quantitative measure that can be used to assess and evaluate medical quality. The target is in each case to be better than the national average for the respective indication.

No stakeholders were involved in setting the goals. However, the goals and the results themselves are publicly disclosed comprehensively and per hospital and are made public per indication on the website

www.helios-gesundheit.de (German language only).

In Germany, quality control of the degree of target achievement during the year is carried out by the Central Medical Service as part of an internal monthly evaluation, so that any deviations in the quality of treatment can be quickly evaluated and, if necessary, action can be taken. Target achievement is reviewed annually on the basis of the quality indicators, which we report on in the Metrics section. In the reporting year, the targets were achieved.

Prevention of avoidable incidents

The goal of Fresenius Helios is to avoid any avoidable incidents in its German and Spanish hospitals.

The business segment checks the achievement of its targets annually based on the number of avoidable incidents that have occurred. Further information can be found in the Metrics section on page 269.

Sustainability Statement

Goals of Fresenius Helios Spain

Helios Spain also has additional annual targets in the areas of quality, patient safety and satisfaction, the definition of which is the responsibility of the CMO.

In our hospitals in Spain, these targets related to patient satisfaction are measured via the Net Promoter Score (NPS), among other methods.

As part of the annual performance appraisals, the responsible managers at Helios Spain assess whether and how the targets have been achieved. In the reporting year the NPS targets were achieved with a NPS of 65.4 (2023: 60.1) for Spain and 81.5 for Colombia.

S4-Company-specific

Fresenius Kabi

Quality standards

The key figures for quality standards at Fresenius Kabi show the absolute and relative number of the business segment's units certified according to ISO 9001, ISO 13485, and GMP/ cGMP.

QUALITY STANDARDS FRESENIUS KABI

Qu
alit
dar
d
tan
y s		 ISO
90
01		 ISO
13
485		 GM
P/
cGM
P
of
tifi
itie
Nu
mb
ed
ent
er
cer
s		 124 28 51
1
Nu
mb
of
tifi
ed
itie
in
%
ent
er
cer
s,		 95
.0		 100
.0		 100
.0

1 Coverage target 100% of relevant entities, variation due to organizational changes, e.g. opening, closing of locations; % coverage subject based on entities for which the standard is of relevance.

When calculating the percentage coverage of certified entities, the number of absolute entities is set in relation to the entities for which the respective standard is relevant. These may be production facilities, distribution centres and other units for which the responsible central function requires certification.

Audits and inspections

Based on the respective deviations during audits and inspections, an Audit&Inspection Score is calculated by Fresenius Kabi. The score is calculated by addition of the number of critical and major observations identified during GMP inspections by the authorities mentioned above and the number of non-conformities identified during TÜV SÜD ISO 9001 audits, divided by the overall number of these inspections and audits. This includes all audits and inspections carried out in the reporting year for which information on deviations is available by the end of January of the following year. Critical observations or deviations, if any, or certification status withdrawal are weighted with a defined multiplier to take the significance into account. The score shows the average number of major deviations identified during the inspections and audits considered.

AUDITS AND INSPECTIONS

202
4		 202
3
2
Au
dit
&I
ion
Sc
ect
nsp
ore		 1.7 1.9
Int
al a
ud
its
ern		 33 58
Ext
al a
ud
its
and
in
ctio
ern
spe
ns		 92 111

In 2024, Fresenius Kabi conducted a total of 33 internal audits. The external audits and inspections in the reporting year amounted to 92 (2023: 111), of which 19 were regarding GMP and carried out by the FDA, the Australian Therapeutic Goods Administration (TGA), Health Canada, and European pharmaceutical authorities, and 15 were regarding the Quality Management System audits from TÜV SÜD (notified body for ISO 9001).

The Audit&Inspection Score in 2024 was 1.72 (2023: 1.9). Observations have been and will continue to be addressed by corrective and preventive actions (CAPAs) and effectiveness checks have been and will continue to be defined. The observations neither impacted the GMP certification nor the ISO 9001 certificate. In 2024, no events with a material adverse impact were recorded that conflict with achieving the aforementioned quality management objectives.

Sustainability Statement

Compliance rate quality

The compliance rates indicate the percentage of periodic safety reports submitted to the authorities on time. In addition, Fresenius Kabi regularly evaluates the benefit-risk ratio of its products based on safety-related information from various sources (e.g. adverse event reports, medical literature). The results of these analyses are submitted to authorities as periodic safety reports. Fresenius Kabi quarterly collects and evaluates vigilance data from all local marketing and sales organizations in the PSMF to comply with the regulatory requirements for the pharmacovigilance master file. In the reporting year, the risk-benefit ratio did not change for any product due to new side effects.

COMPLIANCE RATES QUALITY

in
%		 202
4		 202
3
Sid
ffe
div
idu
al C
Sa
fet
: In
Re
ed
cts
rts
ort
e e
ase
y
po
rep
in t
ime
(g
lob
ally
)		 99
.7		 99
.9
iod
ic s
afe
d i
ime
Per
(g
lob
ally
)
ty
ort
rte
n t
rep
s r
epo		 98
.9		 99
.1
Int
al i
ime
iss
ion
of
vig
ilan
dat
n-t
tra
ern
nsm
ce
a		 100
.0		 100
.0

Communication of new side effects

As explained in the section Early-warning systems in product risk management on page 259, pharmaceutical manufacturers are obliged to record and evaluate adverse reaction reports and report them to the competent authorities. If an authority comes to the conclusion that the risk-benefit profile of a medicinal product has changed due to a new or unregistered adverse reaction report, all medicinal product manufacturers concerned are notified in a coordinated manner.

New side effects affect all manufacturers of a pharmaceutical product that contains the pharmaceutical ingredient that caused the side effect. All companies who sell the product are therefore engaged in this communication. In the reporting year, one communication was made to healthcare professionals regarding new adverse reactions (2023: 1).

Fresenius Helios

Helios quality indicators

The indicators collected as key figures are a quantitative measure that can be used to assess and evaluate medical quality. The key figures indicate how many of the individual IQI targets were achieved in Germany and Spain, both in absolute and relative terms. For each inpatient treatment or case, the business segment uses comparative measurements with reference values from the German Federal Statistical Office to determine the national average in Germany or comparable national values in Spain. The aim is to be better than the national average for the respective indication. In 2024, hybrid DRGs (Diagnosis Related Group) were also taken into account in the inpatient calculation procedure in order to ensure comparability. This is a new form of reimbursement that includes both outpatient and, if necessary, inpatient treatments.

In Spain, we include those indicators that the management believes are relevant to the specific country.

Considering the individual G-IQI results of the clinics in Germany, 90.7%1 of the targets were achieved (2023: 88.7%). 20% of the clinics achieved a rate of 100%. A further 39% achieved a rate of 90% or better. In Spain, 22 targets were achieved. In Spain, a target rate of 73.3%1 was achieved (2023: 76.7%), based on the 30 total targets set.

HELIOS QUALITY INDICATORS

202
4		 202
3
Ge
G-I
Q
I ta
ts
rm
any
rge
,		 2,
153		 2,
099
Th
of
ach
iev
ed
ere		 953
1,		 862
1,
1
Ta
chi
d,
in
%
ts a
rge
eve		 90
.7		 88
.7
Sp
ain
Q
E-I
I ta
ts
rge
,		 30 2
45
Th
of
ach
iev
ed
ere		 22 23
1
Ta
chi
d,
in
%
ts a
rge
eve		 73
.3		 2
76
.7

Quality standards

The key figures on quality standards at Fresenius Helios show the absolute and relative number of units in the business segment certified in accordance with ISO 9001 and IQM.

QUALITY STANDARDS FRESENIUS HELIOS

ISO
90
01		 IQM
Nu
mb
of
tifi
ed
itie
ent
er
cer
s		 58 77
3
Nu
mb
of
tifi
ed
itie
in
%
ent
er
cer
s,		 96
.7		 100
.0

3 % coverage based on entities for which the standard is of relevance. ISO 9001 applies to Spain only. IQM applies to Germany only.

When calculating the percentage coverage of certified units, the number of absolute units is set in relation to the units for which the respective standard is relevant. In Spain, this also includes, for example, certain administrative units and service units.

| Annual Report 2024 Fresenius

1 The Inpatient Quality Indicators (Fresenius Helios) as part of the short-term variable compensation (STI) of the Management Board are assured with reasonable assurance, as explained on pages 407 ff.

in the assurance report of the independent german public auditor.

2 The calculation of the success rate for the compensation is based on 30 of the total of 45 targets.

Sustainability Statement

Peer reviews

The key figure describes the number of peer reviews conducted by Fresenius Helios in Germany in the reporting year. For further information see the Peer reviews section on page 265. In 2024, 27 peer reviews were conducted (2023: 22).

Service Monitor Germany

The business segment uses the Helios Service Monitor to measure the satisfaction of inpatients in its German hospital locations once a week. Employees on-site conduct short interviews on care and service.

In 2024, 56.0% of treated patients were interviewed. Typical points of criticism relate, for example, to food supply and waiting times.

SERVICE MONITOR GERMANY

202 202
4 3
623 719
152 025
, ,
56 64
.0 .0
95 96
.0 .0

Net Promoter Score (NPS)

The NPS is a key performance indicator for measuring patient satisfaction at Fresenius Helios in Spain; the value is also collected for our hospitals in Colombia. We calculate the score from the ratio of positive to negative feedback and recommendations.

At the end of 2024, the growth of the NPS Spain compared to the previous year was more than 8%, influenced by improvements in the area of emergency medicine.

NET PROMOTER SCORE (NPS) HELIOS SPAIN

202
4		 202
3
NP
S S
in
pa		 65
.4		 60
.1
To
tal
ort
rep
s		 695
1,
45
1,		 818
48
5
,
NP
S C
olo
mb
ia		 81
.5		 n.a
To
tal
ort
rep
s		 89,
542		 n.a

Patient-relevant reports: Avoidable incidents

We record patient safety indicators in our hospitals in Germany and Spain. These include certain harmful events that must be reported to health authorities in other countries. There, these events are also referred to as Never Events, Adverse Events, Sentinel Events or Serious Reportable Events. Those can be performing surgery on the wrong side or the wrong patient, or unintended retention of a foreign body in a patient after surgery, among others. Not all of these indicators are preventable (adverse) events.

To enable better comparability between countries, we report on avoidable serious adverse events. In 2024, a total of 43 avoidable serious adverse incidents were reported, which have a negative impact on the company's goal, which is to avoid them.

Quality KPIs based on IQM are further evaluated within this initiative through independent experts.

[S4 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

We assume responsibility for the well-being of millions of patients. Our portfolio includes vital products and therapies whose development takes into account various social and regulatory requirements. These also need to be adapted to different healthcare systems in order to meet differing regulatory requirements or social aspects, such as cultural differences. In this way, we contribute to meeting the growing global demand for innovative, high-quality, and affordable therapies. Our range of products and services includes the services of a broad network of clinics as well as high-quality pharmaceuticals and medical devices. We also use digitalization opportunities, such as those described in the company-specific standard Digital transformation starting on page 280, and develop new forms of therapy. In this way, we aim to reach as many people as possible with our healthcare services and products. In doing so, we strive for equitable access to medical care and the non-discriminatory treatment of people as part of our vision of health equity. We have committed to this ambition by signing the Zero Health Gaps Pledge, among other things. We want to overcome financial inequalities through affordability and fair pricing and are also committed to gender-equitable healthcare. This will not only have an actual positive impact on current and future patients in our healthcare facilities and in our downstream value chain, but also bring

Sustainability Statement

medium-term financial opportunities for us. By providing more and more information and high-quality services, we can build a broader customer base and strengthen customer loyalty, thus improving our financial performance. Access to affordable, innovative medical products also has a positive impact on the downstream value chain: we are obliged to provide comprehensive information about our products and services, conduct educational talks before treatments and provide technical services. Our activities described in topical standard G1 Business conduct are also intended to support the sensitization of relevant stakeholders. In order to avoid potential negative effects, we must offer a high quality and create the framework conditions for the safe handling of medicinal products.

At the same time, our ambition to provide as many people as possible with our products and services also presents us with challenges. These primarily relate to medium-term risks, such as systemic changes in reimbursement or government regulations that could affect our financial position or financial targets. These market developments can also have a potential negative impact on our patients and customers, who may have less access to affordable, high-quality products and services as a result.

Crises such as geopolitical conflicts or severe weather events also pose a risk to the maintenance of our business activities. These can lead to short- to medium-term interruptions in supply chains, production shutdowns, and restrictions in the supply of our facilities. To protect our

patients and maintain access to our products and services, we need a robust crisis management system. Our approach to dealing with climate change and its impacts can be found in the topical standard E1 Climate change starting on page 186.

[S4-1] Policies related to consumers and end-users

Access to healthcare and medicine

Fresenius' long-term goal is to further develop its position as one of the leading international providers of healthcare products and services. In recent years, we have expanded our company along our value chain -- increasing the global availability of our products and services. We launched the #FutureFresenius transformation in February 2023 with the aim of positioning the company with a clear focus for future growth.

Our strategy to promote access to healthcare and medicine includes the following areas:

  • ► Affordable medical products
  • ► Integrated healthcare concepts
  • ► Patient support in crisis and emergency situations

The strategy also covers the topics of innovation and digital transformation, which we disclose separately in the corresponding company-specific standards starting on pages 273 and 280.

Affordable medical products

With our comprehensive range of products, which also includes generics and biosimilars, we provide access to modern, high-quality, and affordable therapies for patients. Generics and biosimilars are cost-effective alternatives to originator drugs. They help to lower the price of treatments and thus reduce the burden on healthcare systems. To promote accessibility and affordability of healthcare products in a resilient way, we support various initiatives and work together with other companies in international, European and national associations. For further information, please refer to the standard ESRS 2 General disclosures, section SBM-2 Stakeholders and partnerships starting on page 159.

In addition, as many people as possible worldwide should have the chance to participate in this progress. We therefore want to help make access to critical medicines and health services more equitable worldwide and support the development of sustainable health systems. This means we want to make treatment and health education available to everyone who needs them, irrespective of age, income, race or ethnicity, or education. This ambition is particularly reflected in our commitment to society. In January 2024, Fresenius signed the Zero Health Gaps Pledge to promote equal opportunities in healthcare.

Sustainability Statement

Ensuring the availability of our products and access to our services is an important concern for us: Avoiding bottlenecks in the supply of important medications is also a priority. This also includes our own facilities.

Integrated healthcare concepts

In recent years, healthcare providers, regulatory authorities, and insurance companies around the world have been working to improve treatment outcomes for patients while simultaneously reducing healthcare costs. This benefitsand results-oriented concept is known as value-based healthcare.

This scientific approach supports our long-standing strategy: systematic establishment of regional care clusters and interdisciplinary knowledge sharing among experts, from which all hospitals in our network can benefit. Patients should benefit from the focus on technological advances, innovative treatment options, and our investments in high-level healthcare infrastructure and technical equipment. With this approach, we want to help to tackle the increasing cost pressure for insurers and relieve the burden on healthcare systems.

We firmly believe that combining healthcare facilities, known as cluster formation, is beneficial both for the quality of healthcare and when it comes to the potential for reducing costs. In the hospital sector, one of the ways we are pursuing this approach is through our choice of acquisitions in recent years. The aim with these choices is to link together the special care offerings of the individual

hospitals, and to jointly improve quality, e.g. in oncology care or stroke treatment, through cluster conferences. This type of networking makes it possible to offer expensive and labor-intensive treatments within a hospital cluster without having to provide them at every location.

Helios Germany, for example, supports certain projects that involve deploying multidisciplinary teams following surgical interventions in order to help speed up and improve patients' recovery. One area of focus is on rapid mobilization after operations.

In order to counter the specific effects on healthcare, Helios Spain is pursuing the goal of significantly optimizing care processes. For example, the structured medical information already obtained with the help of digitalized processes is to be linked to a newly generated healthcare model. This should give doctors more capacity to provide valuable care to an increasing number of patients. Further details can be found in the company-specific standard Digital transformation starting on page 280.

Patient support in crisis and emergency situations

As a healthcare Group, we have to be crisis-proof in all areas and be able to respond flexibly to unforeseeable challenges: It is our task to provide patients with unrestricted access to our services and seamless care even under difficult conditions. To ensure this, we have established highperformance and resilient emergency systems and programs in our business segments.

Crisis situations refer to unforeseen events that may have negative consequences for the company or society, for example. The Fresenius crisis management organization aims to ensure a rapid and coordinated response to crisis situations, including a comprehensive flow of information to relevant stakeholders and a structured recovery of critical business operations to enable the fastest possible return to normal business activities. A crisis team is convened immediately after an event that could potentially lead to a crisis. This crisis team consists of a core team with fixed members, regardless of the scenario, as well as representatives from relevant functions of the company depending on the requirements of the situation. The crisis team also involves the units in affected markets and the members of the Management Board of the Fresenius Group. It coordinates the activities to maintain business operations and monitors the measures specifically defined and initiated to deal with a crisis. Members of the crisis team and representatives of the business units are also responsible for coordinating product donations if requested by affected countries, e.g. in the event of a natural disaster or war.

At Fresenius Helios, there are legal requirements for how care is to be organized in the event of an emergency. Accordingly, we have dedicated emergency plans to respond immediately to incidents that might be critical for patients. They encompass, among other aspects, evacuation plans, emergency systems in case of interruption of power or water supply, and plans to respond to impacts on local infrastructure, e.g. due to flooding. Emergency power generators ensure that operations or vital therapies, such

271

| Annual Report 2024

Sustainability Statement

as artificial respiration, can continue even in the event of a power failure. Pandemic plans that guide behavior in the event of a pandemic outbreak are also included.

Our approach to promoting access to healthcare and medicine is anchored in the Group-wide strategy. The approaches differ depending on the business segment.

Access to products and services is defined as a material topic of the overarching corporate strategy and is subject to the to the ongoing transformation process of #FutureFresenius. In the implementation, the business segments specify their respective strategies with the support of the Group functions, and from these, the healthcare service and product markets in which Fresenius will be active in the longterm are derived. Within the Management Board, the Chief Executive Officer is responsible for the Group's overall strategy. Operational implementation takes place within the business segments and their units. It is anchored in the local organizations and managed by the respective management functions. Information on the Supervisory Board and related procedures for material sustainability aspects are explained in standard ESRS 2 General disclosures, section GOV-1 Our sustainability organization starting on page 151.

The highest management functions of the business segments decide on the implementation of the strategy, define management approaches, and regulate responsibility within the management, e.g. through a business allocation plan.

Our Group-wide Human Rights Program is aligned with internationally recognized instruments relevant to our consumers and end-users, including the United Nations Guiding Principles on Business and Human Rights. We report on this in topical standard S2 Workers in the value chain, starting on page 241.

[S4-2] Process for engaging with consumers, and end-users about impacts

[S4-3] Process to remediate negative impacts and channels for consumers and end-users to raise concerns

Fresenius' risk management is designed to identify material negative impacts on consumers and/ or end-users. The aim is to evaluate these effects as part of our risk management and, if necessary, to develop corrective measures. We obtain new insights, for example, through whistleblower systems, patient surveys, or through interest groups, such as workplace representation bodies or industry organizations. The respective assessments can also be used to check whether and how the concepts are sufficient to support trust in our processes and procedures or to protect individuals from retaliation.

Fresenius is integrated into a diverse network of interest groups. Through the exchange with our stakeholders, we gain valuable insights that help us to continuously develop the management of material topics and to address the material impacts on patients. The same applies to our opportunity and risk management. We explain our most important stakeholders and further information on their

integration in the standard ESRS 2 General disclosures, section SBM-2 Stakeholders and partnerships starting on page 159. Our exchange with political institutions and external organizations focuses on the areas of health and patient care. In the topical standard G1 Business conduct starting on page 286, we provide a detailed description of our policy in connection with this material topic.

We report on our patient engagement and reporting systems in the topical standard S4 Consumers and end-users in the Health and safety section starting on page 262. There are no special mechanisms in place regarding access to products and services.

[S4-4] Taking action on material impacts on consumers and end-users, and approaches to managing material risks, and pursuing material opportunities related to consumers and endusers, and effectiveness of those actions

In the 2024 reporting year, Fresenius began to define a supplementary strategy for the material topic of access to healthcare and products. We are currently examining whether this should be established and expanded as a supplementary policy to the existing corporate strategy. We plan to report the results of this analysis and the first measures taken in the 2025 report.

This includes both potential and actual impacts on consumers and end-users, as well as material risks, and opportunities for our Group relating to this topic.

Sustainability Statement

[S4-5] Targets related to managing material negative impacts, advancing positive impacts, and managing material risks, and opportunities

All people should be able to benefit from our healthcare services -- and not experience any disadvantage due to a lack of financial resources or their geographical location. The goal of Fresenius is therefore to improve access to medical care, for example by expanding the medical infrastructure and collaborating with organizations and initiatives on Group and business segment level. Since this ambition cannot be tracked by targets, we evaluate the progress based on the expansion of our healthcare facilities and our patient numbers. In addition, we use patient satisfaction as an indicator to measure progress.

One initiative in Spain, for example, is the participation in a project of the Fundación IDIS (Institute for the Development and Integration of Healthcare). Helios in Spain is a member of the Fundación IDIS. The goal of the project is to centralize patient data more effectively and to improve the exchange of information between insurance companies, hospital operators, and medical personnel. The MiHC (Mi Historia Clínica) platform is already part of the Fresenius Helios Spain patient portal app. For this reason, we are actively involved in this project in order to work together to improve processes.

We want to simplify access to healthcare and medicine through, for example, digital processes and applications. Our targets in the area of digitalization can be found in the company-specific standard Digital transformation starting on page 284.

S4-Company-specific

Number of patients Fresenius Helios

The Number of patients is defined as the absolute number of patients treated in our Fresenius Helios facilities in Germany and Spain in the reporting year.

In 2024, we treated nearly 26 million patients at our hospitals, of which more than 24 million were outpatients and more than 2 million were inpatients. The number of patients in Germany was slightly above the previous year's level. In Spain, the number increased by around 3% in the outpatient sector and by around 2% in the inpatient sector.

NUMBER OF PATIENTS

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In
ns		 202
4		 202
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out
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pa		 4.3 4.3
Sp
ain		 20
.8		 20
.3
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pa		 19.
7		 19.
1
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tal		 26
.3		 25
.8

S-COMPANY-SPECIFIC INNOVATION

[S-Company-specific]

[SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

For Fresenius, innovation is the key to improved treatment options, more efficient workflows and high-quality healthcare solutions for the benefit of patients. To this end, we adapt our products and services to the needs of patients and market conditions. Insights arise from changes in market conditions or the conducting of clinical studies. Experts from various fields of medical research and practice use our database to develop new solutions to challenges in the healthcare sector. At the same time, innovation in our business area and along our entire value chain entails various impacts, as well as financial risks, and opportunities.

Innovation enables new and needs-oriented treatments and therefore has a positive impact on our patients and customers as well as employees in our own healthcare facilities and in the downstream value chain. The further development of our services and products and their adaptation to changing market conditions or needs can also help to increase customer satisfaction in the short-term and to maintain it in the long-term. This strengthens people's trust in our products and services, which can contribute to better treatment results. However, our dependence on external

Sustainability Statement

factors, such as the cost structure within the reimbursement regulations in the healthcare system, can also have negative impacts: If the costs of innovative treatment options are not covered, addressable patients are denied access to them. In a volatile and highly regulated market environment, cost and reimbursement structures can also result in medium-term financial risks for us.

Research and clinical studies are essential to assess the effectiveness and safety of drugs, medical products and therapies. This allows any side effects to be detected at an early stage, and by participating in such studies, patients are given the opportunity to benefit from innovative treatment methods that are not (yet) available in everyday clinical practice.

As it is not possible to say with certainty whether the future demand for our products and services will be sufficient to cover the costs of research and development, innovation also carries a medium-term risk of financial losses. Particularly in the area of research or clinical studies, it is vital to comply with regulatory requirements and applicable laws. Unethical behavior can be subject to sanctions, lead to a loss of reputation, and thus result in financial losses in the medium-term.

Furthermore, product and service innovations can also have a potential negative impact on employees in the value chain. Job profiles and requirements change and new demands on old structures cannot always be met through further education and training. We consider this risk to be low for our employees in the short-term. In the value chain, job profiles change in the long-term and provide the possibility to adapt accordingly. Further, we see the opportunity for established job profiles to become more flexible and digitalized, which may increase their attractiveness. In the medium-term, flexible personnel structures offer the

opportunity to attract committed people to the company. With their talents, they can help the company to progress and generate financial benefits.

Last but not least, innovation can also contribute to the responsible use of resources, e.g. if we reduce packaging . In the medium-term, we can not only improve our own sustainability performance, but also have a potential positive impact on our downstream value chain.

[MDR-P] Policies adopted to manage sustainability matters

We pursue an integrated approach to innovation: It takes place along our value chain on key topics and contributes to the following:

  • ► Improved access to healthcare (see topical standard S4 Consumer and end-users, section Access to products and services from page 269)
  • ►Improving treatment options and patient experience through research, telemedicine, and artificial intelligence (AI) (see company-specific standard Digital transformation from page 280)

In both areas, we are striving for innovations in our existing products and care services as well as in the development of new therapeutic approaches.

We take into account the interests of our stakeholders and select approaches tailored to market situations and our business segments -- from independent strategies for research and development (R&D) to active innovation management. We also involve external partners, if applicable, such as research institutions and start-up companies. We also want to meet increasing requirements, particularly driven by regulation, with regard to transparency in the care of critically ill patients, like increased information demand, among other elements. For this target group, effective therapies in combination with intelligent applications and medical engineering devices, among other things, will continue to be in greater demand in the future -- and require suitable product innovations. Last but not least, Fresenius is also working on innovative solutions in registration studies and clinical research projects to create opportunities to improve the quality of treatments for acute and chronically ill patients in particular. Further information on stakeholder engagement as well as our value chain is provided in topical standard ESRS 2.

Guidelines on ethical behavior also encompass animal welfare, where applicable. Fresenius Kabi's research and development activities focus on biosimilars, clinical nutrition, and generic drugs that are already well established in the markets and therefore require no or very limited animal studies. These are carried out if required by national and international laws or regulations. Animal testing is only

Sustainability Statement

carried out in accordance with the relevant animal welfare laws. The business segment works with professional nonclinical contract research organizations (CROs) or academic institutions that are accredited to the standards of the Association for Assessment and Accreditation of Laboratory Animal Care International (AAALAC) or a similar standard and follow the 3Rs principle (Reduce, Replace, Refine) with regard to the use of laboratory animals. In addition, non-clinical CROs are audited by the Fresenius Kabi Quality Assurance Department and requalified every three to five years, depending on risk.

In the defined focus areas, based on the defined markets in which we are active, and further explained on page 157 of the ESRS 2 standard General disclosures and the Group Management Report on page 83, Fresenius complies with internal quality requirements as well as external regulations and legal requirements for all new or improved products and services. In the field of medical technology, for example, European directives such as the EU Medical Device Regulation (MDR) apply. For the development and use of AI applications, we follow the EU Regulation on Artificial Intelligence (Regulation (EU) 2024/ 1689; in short: AI Act), which came into force in August 2024. For digital developments, we also observe the requirements of the European Union's General Data Protection Regulation (EU GDPR). We use comprehensive cybersecurity concepts to counter potential risks, such as hacker attacks on sensitive data and systems. Further information can be found in topical standard S4 Consumers and end-users, section Privacy on pages 250 ff. and in the company-specific standard Cybersecurity on page 297.

Innovation is defined as a key topic of the overarching Group strategy. During implementation, the respective business area strategy is specified by the business segments with the support of functions at Group headquarters. This strategy is used to determine the areas in which innovation can be meaningfully carried out in the long-term in order to make the best possible use of potential for improved healthcare services and products. On the Management Board, the CEO is responsible for the Group's overall strategy. Operational implementation takes place within the business segments and their units. It is anchored in the local organizations and managed by the respective management functions. Responsibility for innovation and R&D is regulated, e.g. via a business allocation plan.

An expert from the Group function reports to the Chief Executive Officer on a daily basis and is also in contact with the entire Management Board through various internal committees. The managers of the Corporate Development function and the specialist managers of the business segments exchange information as required and on an ad hoc basis. As part of the Management Board meetings, the Management Board is informed monthly of relevant developments from the companies.

The Chief Medical Officer, newly appointed on August 1, 2024 as part of the Corporate Development Group function, is responsible for the strategic framework within which innovation takes place globally. The role of Chief Medical Officer is intended to position Fresenius as a leading healthcare company among medical and scientific decision makers. He will also advise the Management Board and companies of the Fresenius Group on medical aspects as well as conceive and implement his own projects.

Interdisciplinary committees take responsibility for Group-wide innovation projects. The Innovation Council, for example, develops and steers a joint innovation roadmap on the topic of Connected Hospitals. Representatives of the operating companies, and Group Technology&Innovation work on integrating new digital possibilities into medical treatment concepts, further optimizing patient care in the process. Information on the Supervisory Board and related procedures for material sustainability aspects are explained in standard ESRS 2 General disclosures, see pages 151 ff.

In 2024, the Innovation Council evaluated specific innovation and digitalization projects across all segments for the first time and provided financial support to a small extent. Projects are included in the sustainability reporting when they reach an appropriate level of maturity, which is assessed on the basis of the following aspects:

  • ► applicability in operational business,
  • ► supporting sales and earnings targets, and
  • ► contribution to a material aspect of sustainability, provided that the requirements of the ESRS are met as a material activity.

Sustainability Statement

The projects funded in 2024 are at an early stage and are therefore not yet classified as Group sustainability measures to be presented individually. Further reporting on the priorities in innovation of the operating companies in general is provided in the Group management report and in the following sections of this topical standard.

In the healthcare products market segment, we are continuously working on expanding our product portfolio. Fresenius Kabi is therefore dedicated to the further development of, for example, biopharmaceuticals, clinical nutrition, and MedTech, as well as IV (intravenous) generics. Innovation is defined as new substances, devices, software, packaging, or services to be introduced on the market, further development of product formulations or reformulation of existing substances for a new market, and further development of new product formulations (e.g. the product Fresubin PLANT-BASED Drink), as well as the registration and launch of established products in new countries. Fresenius Kabi consistently applies for patents for innovative products and processes. The business segment currently holds 1,081 active and published patent families and pursues or holds them in a number of countries in line with sales activities.

We also include ecological criteria in our approaches to product innovation. For example, we use life cycle assessments for our clinical nutrition products and IV Fluids in order to understand their environmental impact and continuously improve them on this basis.

We provide a additional description of product innovations in the Group Management Report 2024 starting on page 99.

Innovative treatment concepts are key to our daily work in our clinics. The combination of clinical studies and knowledge gained through daily routines provides information on how established treatment schemes can be changed. These options are discussed with experts both from the medical departments and from care. Comprehensive clinical studies also form the basis for evaluating the effectiveness and safety of innovative solutions. In our acute care hospital, the main focus is on cardiovascular diseases and oncology as well as health services research.

We conduct clinical trials at many sites, for example, to determine how effective and safe experimental medicines are and whether medical products are suitable for approval in accordance with internationally applicable ethical and scientific standards. In addition, clinical data is collected, analyzed, and published to improve patient care, optimize care processes, participate in the development of new tools to improve diagnosis, contribute to the advancement of science and knowledge and evaluate new and already-approved technologies and treatments in everyday care. Based on a clear commitment to evidence-based medicine, the business segments encourage their employees to engage in scientific and technological research activities. The aim is for them to grow personally and use their insights to improve the well-being of patients.

At Fresenius Helios in Spain, for example, hospitals that form part of the public health network in Madrid (Hospital Universitario Infanta Elena (HUIE), Hospital Universitario

Rey Juan Carlos (HURJC), Hospital Universitario Fundación Jiménez Díaz (HUFJD), and Hospital Universitario General de Villalba (HUGV) are managed through the Instituto de Investigación Sanitaria Fundación Jiménez Díaz (IIS-FJD).

For the other Fresenius Helios hospitals in Spain, research is managed by the Corporate Research and Innovation department with the support of the Research Support Units located in the different hospitals and regions. The department promotes and supports research activities in the hospitals of the Fresenius Helios network in Spain and in the Research Support Units, while establishing the necessary guidelines to ensure that research activities are carried out in accordance with the highest standards and in compliance with all legal and regulatory requirements and best practices in the sector.

The team works with other private and public sector bodies to draft, sign, and subsequently manage agreements and contracts for the promotion and development of research and innovation. The functions of the Corporate Research and Innovation department include, for example:

  • ► Promotion and support of research activities in Helios Spain network hospitals
  • ► Preparation and subsequent execution of the Helios Spain Group's Strategic Research and Innovation Plan
  • ► Standardization and optimization of processes and procedures related to research and innovation
  • ► Development of activities to promote research at Helios Spain

Sustainability Statement

As a promoter of research at Fresenius Helios in Spain, the team also carries out various activities in the scientific field and develops training courses on clinical research.

In the business segment Fresenius Helios, the focus in terms of innovation is on clinical studies. The Helios Health Institute (HHI) has set up a specialized unit for preparation and monitoring. The HHI is responsible for the central study audit for our hospitals in Germany and ensures that all regulatory requirements applicable to research activities, including contractual or data protection requirements, are met as part of the study review. With the final legal, regulatory, and data protection assessment, a recommendation for the medical research project is made to the applicant and the management of Helios clinic.

The Helios Group regulation on research funding specifies the framework conditions within which Helios specifically promotes research projects that are conducted by its own employees and expected to have a high level of benefit for patients. The directive was revised in the reporting year and will enter into force in 2025.

Departments or clinics have special certifications, e.g. as certified organ cancer centers or as oncology centers of the German Cancer Society. Certification is based, for example, on the quality of treatments or sufficient participation of patients in clinical trials. If an external sponsor selects a Helios clinic for a study, audits are conducted in accordance with the sponsor's respective guidelines.

Likewise, individual Helios clinics are inspected according to the respective selection procedures for gaining a license as a specialized center of the state authorities.

In Spain, an updated certification is required for all researchers and teams to conduct a clinical trial. To select a clinic for a study, the sponsor initially audits the infrastructure to ensure compliance with the specific requirements to conduct the clinical trial. As in the case of Helios clinics, if a sponsor selects a Helios Spain clinic, audits are also conducted in accordance with their respective guidelines. Additionally, Helios Spain has developed the prime investigators program, a procedure to select investigators of excellence in the clinical trial environment. The program includes a list of top investigators with accredited experiences in clinical trials which is shared with project sponsors to provide visibility to our investigators.

Monitoring is ensured by audits as well as inspections by state, higher, and regulatory authorities. In case of complaints, appropriate corrective actions are initiated by the respective clinic and reported to the inspecting authority. In 2024, no external inspections and audits took place at HHI.

Throughout the Group clinical studies are always carried out in accordance with strict legal requirements and international guidelines and frameworks. This includes, among others, the guidelines from the International Council of Harmonisation of Technical Requirements for Pharmaceuticals for Human Use (ICH), Good Clinical Practice (GCP), requirements of relevant pharmaceutical regulatory authorities such as the U.S. Food and Drug Administration (FDA), the European Medicines Agency (EMA), as well as

the Declaration of Helsinki, and the EUGDPR (see topical standard S4 Consumers and end-users, section Privacy starting on page 250). The primary goal is the protection of patients and ensuring the high quality of the data obtained.

[MDR-A] Actions and resources in relation to material sustainability matters

In the reporting year 2024, Fresenius did not adopt any central guidelines for measures relating to funds for innovation. Important projects were implemented to further develop the key aspect of innovation at Group and business segment level. Explanations on our geografies or related stakeholder groups are generally provided in standard ESRS 2 General disclosures, see page 149.

At Group level, a working group was set up in the reporting year to implement the new EU regulation on artificial intelligence. Compliance with the obligations arising for manufacturers and users of AI applications and/ or AI models from the new AI Act requires the introduction of a governance framework that ensures risk assessment and a constant overview of all AI applications in use. Accordingly, in fiscal year 2024, the working group has already agreed on basic principles for the responsible use of AI in line with Fresenius values and drafted a corresponding AI Standard Operating Procedure (SOP). The regulated processes are

Sustainability Statement

designed to support the use of AI applications in accordance with the respective legal obligations. An essential component of these processes is a standardized risk assessment that forms the basis for deciding on the procurement or development of new AI assets. A complete AI inventory provides a comprehensive list of all AI applications currently in use at Fresenius and helps us to ensure compliance, leverage potential synergies within the Group, and maintain an overview of all AI use.

In 2024, Fresenius provided new impetus in cell and gene therapy through its Fresenius Kabi business segment. Fresenius Kabi entered into an agreement with Cellular Origins, a TTP company, to develop integration strategies for cell therapy technologies into the Cellular Origins' ConstellationTM automation platform. With this collaboration, the companies are combining their expertise in the digital and physical integration of cell therapy processing technologies. Initially, they are focusing on the Cue® cell processing system for the automated processing of small volumes. With this project, Fresenius Kabi is taking another important step in promoting innovation within the Group.

In the reporting year, Fresenius Helios in Germany took important steps to promote innovation. These include the development of a patient portal by 2026 and the selection and replacement of the hospital information system by 2030 and 2035 respectively. Other important measures include the digitalization of supporting medical decisionmaking, such as: the tendering of projects under the

Hospital Future Act (German: Krankenhauszukunftsgesetzes, KH ZG), including the use of artificial intelligence (AI) in imaging (time horizon: 2026), the introduction of digital pathology (time horizon: 2025) and the pilot project of a clinical decision support tool (time horizon: 2025). In addition, a business unit for the development of medical device software (MDSW) and phase 0 of the decision support in the central emergency room (CER) were set up during the reporting year. For additional information, please refer to the company-specific standard Digital transformation starting on page 280.

In the reporting year, Fresenius Helios in Spain developed the Strategic Investigation Plan 2024 - 2028, which defines the company's future plan of action in the area of clinical research. As in previous years, the business segment continued to make progress in measures to promote research activities. For example, the project launched in 2023 to optimize the clinical study management tool was further advanced in order to link the various platforms currently in use. The aim is to be able to use and manage information and research results more efficiently.

Furthermore, in 2024, Fresenius Helios in Spain completed the development of a digital tool and dashboard that automatically collects and processes publications. A new service has also been introduced to support researchers: The Helios Spain library now offers a specialized service for accessing scientific articles and documentation.

The business segment has also participated in the EHDEN (European Health Data Evidence Network) project, funded by the European Commission, whose aim is to codify general clinical practice for the Observational Medical Outcomes Partnership (OMOP) system. The project aims to provide researchers with access to standardized clinical data that will allow them to identify patients suitable for research studies and clinical trials. In addition, it is seeking to improve the ability to compare clinical evidence between different hospitals. The network will allow researchers to perform independent searches and extract relevant information for their studies. In addition, a federated data network has been created within the framework of this project that will allow the interoperability of clinical data between hospitals, facilitating collaborative research and the analysis of large volumes of information.

In addition to internal projects to promote innovation, Helios Spain is involved in various EU-funded projects. The business segment continues to promote clinical research through initiatives such as the annual research conference and awards ceremony.

Moreover, in Spain and Germany during 2024, a new initiative has been created with the aim of channeling and improving the management of new innovation initiatives, in the fields of both healthcare and research. To this end, a transparent repository of innovation proposals with a traceability register has been created. The proposals registered in this repository are evaluated by a committee of experts who assess their viability and prioritize them according to their interest.

Sustainability Statement

The research and investigation section of the company website has been updated -- both in terms of formats and new content -- to make it easier to navigate the site and access relevant information.

The described projects are not part of a larger action plan that requires significant operating and/or capital expenditures (CapEx, OpEx).

[MDR-T] Tracking effectiveness of policies and actions through targets

In our daily dealings with patients and healthcare professionals, we are confronted with questions that arise from the use of products and devices or therapies. This feedback is incorporated into our work on innovations and can thus contribute to solving challenges in the healthcare sector. We therefore strive to maintain and continuously improve these communication channels for feedback.

Moreover, successful clinical studies are the basis of our products and services because they guarantee safety and effectiveness. They simultaneously drive development and implementation of innovative technologies and treatment concepts. Our goal is to keep adding value for customers and patients in the long-term. One of the ways we measure the success of innovative solutions is whether they prevail over the existing standard of care.

Fresenius focuses its activities on expanding its competencies and developing new business areas to offer solutions. The area of digital solutions is no exception. Our aim is to develop innovative therapies and solutions for integrated healthcare services, since many of our stakeholders, especially our patients and our employees, are directly affected by the changes resulting from the advance of digitalization (see also the company-specific standard Digital transformation). Our R&D activities are closely linked to digitalization and are an integral part of our growth strategy. However, we do not conduct fundamental research.

[MDR-M] Metrics in relation to material sustainability matters

In 2024, a total of 1,436 studies were conducted or reviewed in Spain, the majority of which had the goal of improving therapies for patients. The focus was on oncology, hematology, and neurology.

In pharmaceutical products, we were also able to launch various new products on the market or introduced improvements in application and additional dosage forms. Further information can be found in the Fresenius Kabi Research and Development section of the Group Management Report starting on page 99.

At Fresenius Helios in Spain, the research and innovation team monitors the number of clinical studies using a central platform. The amount of funding for clinical research activities results from the projects financed by the EU.

Product approval processes in the pharmaceutical industry are clearly defined by regulatory provisions. Management and controls are documented in respective company's internal global SOPs. We abstain from describing the methodology of a regulatory process in detail.

Sustainability Statement

S-COMPANY-SPECIFIC DIGITAL TRANSFORMATION

[S-Company-specific]

[SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

Our markets are changing rapidly -- particularly with regard to the current digital trends in the healthcare sector. We are seeing growing demand for digital services along the entire value chain. Patients are increasingly using the option of remote diagnosis and healthcare services on demand. Data-driven decision-making will supplement diagnoses in the future and become standard in everyday clinical practice. The proportion of digital components in medical devices is also increasing. The associated cybersecurity risks also require standardized and resilient IT infrastructures. This increasing use of digital solutions or applications is accompanied by impacts, risks, and opportunities both in our business segments and in our downstream value chain, which we want to manage and exploit with foresight.

The digitalization of processes in healthcare facilities enables us to reduce the time pressure on doctors and nursing staff. This improves treatment performance and simultaneously increases capacity for our healthcare services. We thereby promote a positive impact on treatment experiences and on patients' experiences in our hospitals. Increased process efficiency also results in medium-term

financial opportunities. If we use advanced technologies, train our employees in these technologies and use them to provide information and high-quality services digitally, we can build stronger customer relationships and facilitate access to our services. While maintaining the same high quality of consultation and treatment, we can thus achieve an increase in patient numbers.

It should be noted that the use of new technologies also leads to changes in work processes that can have a negative impact on the workforce. For example, certain activities or jobs may no longer be required in their previous form. At the same time, there is an increased risk that the shortage of skilled workers will delay the introduction and use of new technologies in the healthcare sector, as there are not enough qualified personnel available for new digital work formats. Increasing digitalization can also lead to higher energy requirements and thus potentially to negative effects on the environment; further details can be found in the topical standard E1 Climate change starting on page 186. The risk of cyberattacks and data loss also increases. These aspects are explained in detail in the company-specific standard Cybersecurity starting on page 297 and in the topical standard S4 Consumers and end-users, section Privacy on page 250.

Economic aspects must also be taken into account: If we lose touch with the competition in the field of digitalization or fail to meet customer expectations, it can result in competitive disadvantages that will have a medium- to longterm impact. The same also applies to our attractiveness as an employer. As a healthcare Group, we are dependent on a qualified and motivated workforce. If we are not perceived as a modern company, this can hinder us in attracting and retaining talent and have a negative financial impact on our business in the medium-term. Details on personnel measures can be found in section Recruitment in the topical standard S1 Own workforce from page 213.

[MDR-P] Policies adopted to manage sustainability matters

Digitalization is opening up new opportunities in automation, big data, and artificial intelligence (AI). The MedTech market is shifting towards a focus on connectivity and integration. The tech paradigm shift is driven by advancements in technologies like AI, the Internet of Medical Things (IoMT), and predictive analytics. The combination of improved availability of real-time health data and advanced analytics will significantly improve prognosis, personalization, prevention, and participation in future health delivery.

At Fresenius, we are therefore striving to use digital processes and applications to optimize our internal processes throughout the Group. We want to advance digitalization in the Group and aim to increase value and efficiency in the daily handling of products and services.

Sustainability Statement

In the production area, we focus on the application of digital products and services along the entire value chain; in the hospital segment, we focus on internal treatment and administrative processes. Overarching topics along the upstream value chain are preventive services and appointment scheduling; in the downstream value chain, these include the management of discharges after treatment and the area of medical aftercare. We want to create significant added value for key stakeholder groups with process efficiency through digital solutions. The overall time savings create capacities that we can use to further develop our business. The aim is to maintain the safety and quality of products and services in the value chain and in our own operating business at a high level, thereby giving more people access to healthcare.

We are also increasingly using digitalization to provide information for customers and patients, e.g. through dedicated web-based information and support programs, training or whistleblowing systems. In Spain, for example, we can use an app to support patients in their daily check-ups at home after hospital treatment, evaluate the data and make changes to the treatment plan if necessary. This reduces the need for repeated visits to the hospital, saves staff and patients time, and also enables faster intervention if values change.

In the operating companies, we are also rethinking our approaches to innovation, production, delivery, sales, and customer support. For example, at Fresenius Kabi we focus on treatment concepts, at Fresenius Helios on more effective processes in healthcare facilities through increased digitalization automation of previously manual processes. Additionally, we are increasingly leveraging insights from comprehensive analyses of the data generated at Fresenius. Our goal is to improve and streamline operations with digital capabilities that are both cohesive and efficient. Our strategy also includes creating new offerings through the introduction of innovative digital products and services.

We focus on using data from interactions with business partners, medical professionals and patients in order to understand and improve their experience of our services as well as our products. The data helps with more effective customer communication through both digital and non-digital channels. At the same time, it helps support the use of our products, and thereby patient safety. At Fresenius Kabi we use feedback processes as part of Homecare Business to identify irregularities in patient care. For this purpose, the therapy documentation and follow-up of patients is randomly checked during the annual quality reporting for our permanent providers and freelancers. At Fresenius Helios, the direct interaction with patients or their relatives during

their hospital stay helps us. Also, the results of patient surveys are an important source for our data-driven processes. You can find further information from page 263 onwards in the topical standard S4 Consumer and end-users, section Health and safety.

In addition to the development of internal standards, we also conduct analyses, to develop new approaches within our industry. We monitor our peers and take the feedback provided from stakeholders, e.g. customers, into account.

Organization and responsibilities

Within the Management Board, the Chairman of the Management Board is responsible for Group Strategy and thus also for the overarching digitalization strategy. Overarching coordination and strategic approaches in the area of digitalization are managed by the Corporate Development function. Experts in the associated specialist functions Medical Office and Digital Projects evaluate new technologies, prioritize and track Group investments in selected future growth areas of Fresenius, and evaluate the effectiveness of the actions taken with the business segments. Operational implementation takes place within the business segments and their units. It is anchored in the local organizations and managed by the respective management functions. Responsibility for digitalization, for example, is regulated via a business allocation plan. The Corporate Development Group function is responsible for the strategic framework within which the digitalization strategy is implemented globally. An expert from the Group function reports to the Chairman of the Management Board on a daily basis

Sustainability Statement

and is also in contact with the Management Board as a whole through various internal committees. Those responsible for Corporate Development and the responsible business segments' managers align if required and on specific topics. In the context of Management Board meetings, the entire Management Board is informed monthly about relevant developments from the business segments or receives resolutions for approval.

The Chief Financial Officer (CFO) is responsible for the Fresenius Digital Technology division and the Group function Cybersecurity. She oversees the IT transformation of the Fresenius Group.

Special IT working groups are set up across the Group, consisting of executives from the business segments and the Group division Fresenius Digital Technology. They work on topics that directly contribute to the corporate goals. In this way, they jointly develop the global IT transformation for Fresenius.

Our employees are directly involved in the implementation of our digital transformation concepts through the application of digital processes as part of their work. We therefore regularly inform them about our approaches and progress, e.g. as part of quarterly and annual presentations and reports.

Ethics in digitalization

Within the Group, a working group for AI is responsible for creating a Group-wide framework for the use of AI and for developing corresponding guidelines. The working group is also tasked with ensuring that the ethical standards and values of Fresenius are taken into account in the development and implementation of applications in which AI is used at Fresenius.

A guideline on the responsible use of AI was published on the intranet to sensitize the employees to possible risks and to define key points to watch out for. Business segments also inform employees about this topic in written form.

The working group is made up of the Group functions Cybersecurity and Risk&Integrity and representatives from the business segments. It is led by the Corporate Development Group function.

Digital processes and applications

As part of our digitalization strategy, digital solutions are being designed and developed to make internal work processes more efficient and simplify them.

Accordingly, we are increasingly relying on intelligent automation and AI in business areas such as compliance, supply chain, purchasing, production, and distribution to improve business processes in administrative functions, e.g. by using chatbots, digital document processing, or recommendation and prediction applications. We have already implemented various solutions and identified potential savings that can be successively realized.

The digitalization of our manufacturing facilities is an ongoing process, driven by advancing technological progress and continuous innovation in the manufacturing sector. Our current strategy is to roll out digital tools and platforms across all global manufacturing sites by 2032. Given the pace of technological development, we are taking a flexible, iterative approach to ensure that our solutions re

main up to date and can be continuously developed as new innovations emerge. We already have a portfolio of advanced applications and data platforms, but the scope of our digital transformation will evolve to incorporate new technologies as they become available. In accordance with the possible negative impacts of the digital transformation described on page 280 in this company-specific standard, work processes and therefore our own employees are primarily affected. We are countering these potential impacts through the activities described in the S1 Own workforce topical standard on employee retention and our working conditions in our Group, see page 210.

Digital patient care

Based on our experience in everyday clinical practice, we are seeing increasing demand for new digital services along the entire value chain. Patients increasingly want to receive remote diagnosis and healthcare services on demand. We are taking these interests into account by increasingly integrating data-driven decision-making into everyday clinical practice and using more digital components in medical devices.

We develop digital applications as well as new IT and process strategies for medical professionals and patients with various objectives: They are intended to support the quality of treatment, improve care and the quality of life of patients, open up new areas of business, and ensure compliance with regulatory requirements. This is achieved, for example, through video conferences in which patients can present their medical history, but also through protocols and automated tests for certain diagnoses. The result is

Sustainability Statement

digital patient care, known as the Digital Patient Journey or a holistic patient experience. This requires the digitalization of a large number of interdependent processes, as well as digital applications such as the patient portals of Helios Germany and Helios Spain.

Via our digital patient portals, our patients can access treatment documents such as findings, book appointments online, or attend video consultations around the clock and from home. The clinics benefit from central data storage and improved data transmission, as well as coordination between medical staff.

In almost all of the German and Spanish Helios clinics, integrated software solutions already issue warnings of possible interactions with other drugs and can thus further increase patient safety. The expansion of the Germanywide telematics infrastructure, ordered by the government, into which the EPF (electronic patient file) will be integrated in the future, can also lead to better quality of care.

[MDR-A] Actions and resources in relation to material sustainability matters

In the reporting year, no significant actions were taken at Group level to address the identified material impacts, risks, or opportunities associated with digitalization. Instead, our main activities are focused on the ongoing transformation process to optimize our operations in order to effectively manage impacts, seize opportunities, and address

risks in the short-, medium-, and long-term. Our focus is on our two future key fields: improving digital supply structures and optimizing digital business processes.

We are already pursuing various initiatives for digitalization in our hospitals. The focus is on the expansion of the IT infrastructure and digital services, such as the online patient portal or the EPF. Another essential part is the use of AIsupported technologies to achieve better examination results, e.g. in the assessment of image diagnoses or digital pathology. We have prioritized corresponding actions for the hospitals in Germany and Spain. Actions for our locations in Germany have been set out in 2023 in a three-year plan that formulates ambitions up to 2026. With this plan, we have defined concrete goals in the three areas of online documentation, digital employee services, and digitally supported medical decisions. Further information is explained in more detail in the section Our goals and ambitions in this company-specific standard.

In our Spanish hospitals, the Casiopea project was continued in the reporting year 2024. As part of the Casiopea project, we implemented a system platform through which all processes can be digitally controlled centrally. A high level of digitalization has already been achieved in recent

years, which is to be improved by further innovative applications. Where this resulted in a need for training, we developed and implemented appropriate plans. In addition, we strive to continuously adapt Casiopea to new circumstances.

In the interest of a continuous transfer of knowledge, findings from the Casiopea project were examined to determine to what extent they could lead to an improvement in process quality for other hospitals in our Group.

We believe that standardization and innovation are key success factors for maintaining our competitive advantage. Depending on which process steps are affected, they can also have an impact on the upstream or downstream value chain.We are therefore working with digital solutions to achieve sustainable innovations and improve efficiency in our manufacturing entities, while maintaining the high quality of our products and compliance of our operations. To this end, we work closely with our manufacturing entities and quality organizations. The Digital Operations project organization is responsible for initiating and implementing our actions to optimize digital business processes. Digital Operations supports digitalization projects in our entities worldwide.

Our actions cover all manufacturing plants and quality organizations. We integrate digital solutions into production processes to reduce materials and energy consumption

Sustainability Statement

while ensuring higher production quality. In doing so, we aim to promote sustainable practices in our global manufacturing network. We summarize these actions as Advanced Manufacturing Operations (AMO) -- Digital Operations. A key initiative in this context is the implementation of a comprehensive data platform. This platform aggregates manufacturing and quality-specific data from sites worldwide, enabling real-time analysis and decision-making. By using this data, we are working to identify issues early and proactively in the production cycle, significantly reduce the scrap rate, and ensure more efficient use of materials.

In addition to the data platform, we offer a continuously expanding portfolio of 15 applications to support manufacturing optimization. These tools enable our teams to refine processes, minimize downtime, and drive performance improvements across the board. This enables us to support the relationship with key customers in the downstream value chain.

Implementing the measures of the Digital Operations project will take place over the coming years.

As the actions described are implemented in the ongoing business process, progress is not measured on an annual basis. It is important to ensure at all times that the implementation of digitalization projects does not delay the ability to deliver or the production of medicinal products.

In 2024, Fresenius did not initiate a Group-wide digitalization action plan. Activities in the operating companies are described in this company-specific standard.

[MDR-T] Tracking effectiveness of policies and actions through targets

We have set ourselves the goal of optimizing and accelerating our internal processes throughout the Group through the use of digital processes and applications. We also aim to increase the value and efficiency of our products and services on a daily basis. To this end, all business segments have defined specific digitalization ambitions for their markets or define respective plans. Our goals are derived from the requirements of our markets as well as from learnings in communication with key stakeholder groups, e.g. business partners, customers and patients.

At Fresenius Kabi, we want to provide our customers with the best possible products and associated services and thus further improve the quality of medical care. Thanks to datadriven insights and digitalized processes, Fresenius Kabi can further develop production, distribution, and logistics and thus also patient care. It is essential that digitalization is a continuous process geared towards the needs of patients. However, the digitalization process goes hand in hand with social change. Changes are difficult to predict, which makes it difficult to set specific time frames when formulating our goals.

Increasing digitalization at Fresenius Helios can streamline processes and improve treatment cycles in our hospitals. In this way, we want to increase employee and patient satisfaction and reduce costs at the same time. Our goals and ambitions not only serve to drive forward digitalization within the Group. They also help us to achieve the goals of other relevant topics, such as patient satisfaction and treatment outcomes.

Fresenius Helios in Germany has set itself three digitalization targets in 2023 that the segment plans to achieve by 2026. The first year of applicability was 2024. No numerical reference value was defined; the target value refers to full fulfillment of each target. The reference year is 2023, the year in which the target was communicated.

► Digital documents and services for patients:

To achieve this digitalization goal, all documents and services for Fresenius Helios patients in Germany are to be offered digitally by 2024. All patients registered in the patient portal will be able to download their documents and book appointments online for each facility. We achieved this goal in 2024 to the extent that functions are technically available. Usage, i.e. the proportion of registered users compared to the total number of patients, is still lagging behind our expectations. We are therefore working on additional measures: We will make more appointments available in the portal and simplify the booking process. Moreover, we are continuing to work on digitizing services such as meal bookings, feedback solutions, and treatment diaries to

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Sustainability Statement

incentivize usage. We want to achieve an active usage rate of our digital services of 50%. In the reporting year, the active usage rate for digital services was 5.3%. To measure the target, we look at three key figures: the proportion of clinics connected to the patient portal, the clinics connected to the document upload and download, and the outpatient clinics connected to the appointment booking system in the respective year. The targets were communicated in 2023 with applicability starting in 2024.

► Digital documents and services for employees:

The second goal of the three-year plan relates to employees. Fresenius Helios employees in Germany shall receive all relevant documents and services relating to personnel, payroll, and salary data exclusively in digital form by the end of 2025. We use the degree of rollout of employee access to the digital HR system and duty scheduling system as well as the proportion of processes and documents integrated into the systems to assess target achievement. Since the beginning of 2024, we have been providing employees with all payrelated documents digitally.

►Digital assistance with essential medical decisions: As a third goal, Fresenius Helios in Germany has set itself the target of making all key medical decisions that result in medical treatment with digital assistance by the end of 2026. For the measurement, we evaluate the percentage of availability of digital assistance in the main medical specialties. We define these in particular on the basis of patient volume: digital radiology, digital pathology, general risk prediction, general digital process support, and the emergency department. In 2025, we will review for each specialist group whether further medical decisions should be included. A large number of pilot projects such as AI-supported colorectal cancer screening are already underway in the clinics.

Fresenius Helios in Spain has also defined the target of implementing the digital care management system and the Casiopea patient portal in at least 80% of its Spanish hospitals by 2024. Three key measures were evaluated for this purpose:

  • ► Arrangements of medical tests, appointments and surgeries
  • ► Signing of consent forms
  • ► Surgical checklists

The registered patient numbers in the respective department and the derived usage ratio are therefore the basis for calculation and evaluation.

The target was achieved and the quota was even exceeded with a final result of 100.0%.

[MDR-M] Metrics in relation to material sustainability matters

Fresenius Helios in Spain quarterly surveys the utilization rate of the digital services offered based on the total number of patients treated and the number of active users. Active users are defined as users who have performed at least one action within the portal. To this end, the Spanish facilities record how often the digital services were used by patients in relation to the total number of patients treated in order to calculate the digital usage rate. In the reporting year, the digital usage rate was 70.0%.

Sustainability Statement

GOVERNANCE INFORMATION

ESRS G1 BUSINESS CONDUCT

[G1] Business conduct

[G1 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model Transparency and ethical business conduct play an important role in the healthcare sector. We strive to appropriately manage our impacts, risks, and opportunities in terms of responsible corporate governance with suitable governance structures, processes, controls, and responsibilities.

With our Group-wide compliance organization and comprehensive business partner screening processes, we aim to promote fair and ethical business practices throughout the entire value chain. Our Code of Conduct for Business Partners, which refers to relevant laws, norms, and ethical standards and allows us to act as a business partner with integrity, also serves this purpose. With compliancerelated trainings, guidelines, and audits, we also raise our employees' awareness of corruption risks. In this way, we at Fresenius create a shared understanding of values that contributes to the prevention or early detection of corruption and bribery cases and can thus lead to positive effects in our own company as well as in the upstream and downstream value chain. Supplier relationship management is conducted in the business segments in line with the applicable Group or segment guidelines. Our supplier-specific terms of payment are also regulated according to individual guidelines. In the area of political engagement and lobbying, we aim to exert influence responsibly and transparently in order to maintain and improve access to healthcare.

Despite our strict compliance requirements, isolated cases of corruption and bribery have occurred within our organization, to which we have responded. Even if the extent to which they affect the Group as a whole is small, these and possible future incidents always have the potential to have a significant negative impact on our business activities and on the upstream and downstream value chain -- for example, if misconduct weakens our employees' trust in us and leads to mistrust on the part of the public and politicians.

We can also harm the economy and patients through anti-competitive practices such as price fixing and make access to health services more difficult. Limited competition can also result in higher prices in the healthcare sector and reduce the quality of products and healthcare services. Misuse of political power in the context of lobbying and political influence can also lead to negative impacts through unfair advantage.

Due to the social relevance of the healthcare industry, lobbying and anti-competitive behavior, corruption and bribery, as well as a compliance violation, pose short- and long-term financial risks to the entire Group. In the shortterm, these risks include legal sanctions. In the mediumterm, lower capital inflows may occur if investors avoid companies with questionable practices. Reputational damage due to unethical behavior poses a short- to long-term

risk due to the associated loss of customers and revenues. Depending on the severity of the violation, these risks vary in their effect on the company and the value chain.

It is therefore essential that Fresenius continues to invest in promoting a culture of integrity and ethical business conduct to minimize these risks and maximize the positive impact.

[G1-1] Business conduct policies and corporate culture

Integrity, responsibility, and reliability form the core of our understanding of compliance. This understanding is anchored as a core element of our corporate culture, which forms the basis for all rules applicable within the Fresenius Group in our Fresenius Code of Conduct. The Code expresses our steadfast commitment to adhering to statutory regulations, internal guidelines, and voluntary commitments, as well as acting in accordance with ethical standards. The Code of Conduct lays out the principles of conduct for all employees, including managers at all levels and members of the Management Board. The Code is aligned with recognized international regulations and has been adopted by the Management Board.

Our ethical principles go beyond legal requirements. For us, this means acting not only in accordance with the law, but also in accordance with applicable industry codes and our values.

Sustainability Statement

In 2024, the Management Board presented the new Fresenius Principles, which reflect our strong corporate culture. They are critical to the company's success: They embody what Fresenius stands for and what it means to work for Fresenius. As joint maxims, they guide our actions and provide us with orientation as we strive to become one of the market-leading healthcare companies that people trust -- because it combines cutting-edge technology and human care to shape next-level therapies.

We ran a comprehensive process to define the Fresenius Principles and included various internal and external reflections. The feedback from employees was an essential input: In the intranet survey, conducted at the end of 2023, commitment, courage, responsibility, and innovation culture, among others, were the most prominent words -- and it was carefully integrated into the final drafting of the Fresenius Principles.

The Fresenius Principles have been developed by taking into account previous and existing initiatives. The Management Board has decided to use them as the basis for the whole Group and adapt or replace existing elements or initiatives. The Corporate Transformation function is currently working closely with the corporate and operating company teams on the implementation, which isaccompanied by communication campaigns and training.

Acting according to these principles helps to ensure that stakeholders can rely on us as a trustworthy partner. As a signatory to the UN Global Compact (since October 2024), we are simultaneously guided by the following internationally recognized principles:

  • ► Universal Declaration of Human Rights
  • ► United Nations Guiding Principles on Business and Human Rights (UNGPs)
  • ► International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work
  • ► OECD Guidelines for Multinational Enterprises
  • ► German Corporate Governance Code

As a registered company in the EU Transparency Register, Fresenius SE&Co. KGaA is also committed to applying the EU Transparency Register Code of Conduct and strictly applies the industry standard Code of Conduct, the MedTech Europe Code of Ethical Business Practice.

In addition to the Group-wide Code of Conduct, our business segments have implemented their own Codes tailored to the specificities of their respective activities. Guidelines, organizational directives, and process descriptions supplement and further define the rules of the Codes of Conduct. Violations are not to be tolerated. The Code of Conduct applicable to the respective business segment is basis for all employment contracts and available to the employees. The Group Code of Conduct has also been published on the Fresenius website www.fresenius.com. If a violation is detected, we perform an investigation, initiate the necessary remediation measures, and impose sanctions if applicable. In addition, incidents prompt us to sharpen our compliance programs and prevention mechanisms.

Depending on our business activities, animal welfare has to be considered, e.g. in clinical studies. Respective policies and management approaches are explained in company-specific standard Innovation, section Our approach, starting on page 274 of this report.

Sustainability Statement

Compliance management system

The fundamental principles and values of our corporate culture, as defined in the Fresenius Code of Conduct, are implemented through our Group-wide, risk-oriented compliance management system. Our system is built on the three pillars of prevention, detection, and response, aiming to embed a living compliance culture across all levels of our organization. Our key ambition is to prevent corruption and bribery in our business environment. Beyond that, prohibiting violations of antitrust law, data protection regulations, trade restrictions, and anti-money-laundering laws, preventing the financing of terrorism, and protecting human rights are also key areas, which we address with dedicated compliance measures.

The design and implementation of our compliance management system is based on international regulations and guidelines, such as the ISO standards on the setup of compliance management systems and applicable audit standards of the Institute of Public Auditors in Germany, Incorporated Association IDW (PS 980). When implementing measures, we take into account the respective national or international legal frameworks. In addition, in 2023 a law firm reviewed the design of the compliance management system in the segment Corporate /Other and concluded that it is organizationally effectively anchored and programmatically appropriately designed. In the year under review, the Management Board commissioned an auditing firm to evaluate the compliance management system in Corporate /Other, Kabi and Helios in accordance with IDW PS 980. The first phase - a gap analysis - was completed and recommendations for the further improvement of our compliance management.

Risk management

The compliance management system is embedded in the internal control system and the risk management system. By using standardized methods, we regularly record, analyze, and evaluate compliance risks in the business segments and at Fresenius SE&Co. KGaA. As part of integrated risk reporting via the risk management tool, defined core compliance risk subgroups are regularly reported and assessed, including, for example, bribery, corruption, and antitrust law. The compliance representatives exchange information on key findings from the respective risk assessments, which may result in additional compliance risk subgroups to reflect new risk areas or risk clusters. Concerns regarding possible unlawful behavior are usually raised by internal or external stakeholders via the existing reporting systems and are documented and investigated accordingly in Compliance Case Management. If necessary, investigations are initiated as described in this topical standard in section Grievance and whistleblower mechanisms.

At the same time, the internal control system is an important part of Fresenius' risk management. In addition to internal controls regarding the financial reporting, it includes control objectives for important non-financial processes, such as quality management and patient safety, cybersecurity, inventory, supply chain management and data protection, and sustainability. Fresenius has documented

relevant critical control objectives in a Group-wide framework, integrating the various management systems into the internal control system in a holistic manner.

We adapted our Group-wide integrated risk management tool as well as our risk methodology to implement applicable regulatory requirements and to further improve the reporting quality of risks. Risk entries are validated by subject matter experts, i.e. the Compliance function or/ and other relevant functions, in order to ensure the consistency and quality of these entries. Risk mitigation plans will be tracked and monitored to ensure a steady mitigation effect.

Due to the constantly changing external and internal requirements and environment, our risk management and internal control system is being continuously developed. 27 out of 153 control objectives are currently related to compliance processes, in particular in the areas anti-corruption, trade compliance, anti-money-laundering, and antitrust/ competition compliance. In 2024, the internal control system was further expanded by the business segments.

Responsibilities and controls at Group level Overall, within the Management Board, Dr.Michael Moser (Sustainability Board member) is responsible for corporate governance, compliance, and compliance risk management approaches. Within the management functions of the business segments, the responsibility for implementing compliance is regulated by business allocation plans. The Fresenius business segments have also established their

Sustainability Statement

own compliance organizations, which reflect the requirements of the business organization, regulatory requirements, and the associated internal controls. The Group function Risk&Integrity advises the corporate functions, sets minimum standards for the compliance management system Group-wide, and manages the Group-wide compliance reporting.

The Risk Steering Committee (RSC) -- under the management of the Sustainability Board member -- discusses internal and external developments regarding the risk management and internal control system as an advisory body. This includes, for example, developments relevant for the compliance management system. In addition, the RSC advises on significant risks and prepares decision proposals for the Management Board. The meetings of the RSC are scheduled regularly, at least once per quarter. The members of the RSC are managers with functional responsibility within Group functions and representatives of the business segments.

In addition to the updates in the RSC, the Group Chief Compliance Officer of Fresenius SE&Co. KGaA regularly provides the Management Board with comprehensive information on all Group-wide compliance initiatives and policies. The Management Board informs the Supervisory Boards of Fresenius SE&Co. KGaA and Fresenius Management SE about the progress of the compliance measures at least once a year, most recently in October 2024.

We take the interests of patients into account through the procedures described in topical standard S4 Consumers and end-users, section Health and safety, S4-2 Engaging with patients, starting on page 262.

Grievance and whistleblower mechanisms In addition to our internal structures, our grievance and whistleblower mechanisms and procedures for investigating reports are central components of our approach to preventing and combating violantions of compliance or human rights. Our grievance and whistleblower systems are designed to allow for barrier-free submissions of reports without any local or temporal restrictions. This applies regardless of whether these are employees -- including those of service providers -- or suppliers, customers, patients, residents of one of our locations, or other potentially affected parties. If Fresenius employees suspect misconduct, e.g. violations of laws, regulations, internal guidelines, or standards, they can report the potential compliance incident to their supervisors or the responsible compliance officers. In addition, employees and third parties -- e.g. workers in the value chain -- can report potential compliance or human rights incidents anonymously, where legally permitted or required, e.g. by telephone in more than 30 languages, online via whistleblower systems available in up to 27 languages, via email addresses set up specifically for this purpose, or through an ombudsperson. Our employees can find relevant contact persons, the grievance channel or whistleblower system, additional information, and the procedure description on our intranet, which applies to the respective business segment. We inform third parties, including business partners, about the availability of our whistleblower systems and the various reporting channels via our Human Rights Statement or the Codes of Conduct for Business Partners. Teams can be trained by qualified case management&investigation officers.

Incoming reports are treated confidentially as described in the respective guidelines to protect the individuals who report them. We take all potential compliance violations seriously. An initial assessment focuses on the plausibility and possible severity level of the reported incident. For this purpose, dedicated, qualified, and trained case management and investigation officers, who together form the Group-wide case management and investigation office, are deployed in all areas of the company. The compliance departments or, depending on the severity of the cases, the ombudsperson panels, carry out preliminary assessments of reports received and initiate risk-appropriate investigations on a case-by-case basis. The severity of the compliance violation determines who is responsible for further investigation. If necessary, a dedicated team takes over the investigation, which may include internal experts, but can also comprise external support. Measures are implemented in a timely manner by the responsible management in close cooperation with the compliance officers. Depending on the type and severity of the misconduct, disciplinary sanctions or remedies under civil or criminal law may be imposed. After completion of the investigation, we use the results of internal reviews and reports to review our business processes. We implement corrective or improvement measures where necessary to prevent similar misconduct in the future.

Sustainability Statement

Fresenius is subject to EU Directive 2019/ 1937 on

whistleblower protection and implements it accordingly. We ensure the protection of the rights and freedoms of natural persons whose personal data is processed through the established reporting channels and procedures. In particular, appropriate technical and organizational measures are implemented to ensure compliance with legal, contractual, and internal company requirements. Neither the platform operator nor third parties can access the reports. This applies to all rcompliance eporting platforms. Only responsible members of the Fresenius' Compliance function and of the business segments have access and handle the reports confidentially and diligently. In our Fresenius Code of Conduct and our Group-wide process descriptions, we have laid out that we will not tolerate any retaliation against employees who in good faith report possible or actual violations or assist in clarifying the facts and support investigations. This protection is also served by our measures to maintain confidentiality (e.g. need-to-know principle) and strict rules for dealing with conflicts of interest. In the case of external reporters, we strive to achieve a comparable level of protection. Fresenius has formulated corresponding expectations, e.g. in our Code of Conduct for Business Partners.

Compliance cases -- including incidents relating to corporate governance and cases of corruption and bribery -- are evaluated based on Group-wide guidelines as well as

the respective guidelines of the business segments, which are aligned with the Group-wide guidelines. The Group Chief Compliance Officer informs the responsible board member immediately about compliance cases that could lead to a potential high impact, based on an internal assessment. The Management Board also receives an annual overview of reported cases by category and business segment from the Group Chief Compliance Officer and is informed in detail about the investigations relevant to the Group.

The results of our risk analysis and the findings on potential target groups of our grievance and whistleblower channels will be incorporated into the further development of our grievance and whistleblowing procedures and the processing of grievances and whistleblowing reports. Based on our findings, we will review the effectiveness of the procedure described above on an regular basis or more frequently if required. If necessary, we will make appropriate adjustments and changes with regard to the accessibility and process of the procedure. We want to continuously improve. Therefore, we also welcome suggestions and feedback from whistleblowers.

As we always strive for maximum transparency, we regularly report information on the number of reports received, the topics, the conclusions drawn from the reports, and the measures taken. This publication is always anonymous. Further details on compliance reports can be found on page 296 in the Metrics section of this topical standard.

Policy for handling compliance incidents Since 2023, a new guideline for handling compliance incidents has been in effect across the Group. Standard Operating Procedures (SOPs) define the associated documentation for case management, such as templates for investigation plans and reports. In 2024, the guideline was updated so that, for example, incidents can be assigned a possible reference to human rights. This enables more detailed recording of possible human rights violations as part of an overarching compliance incident. The SOPs are updated as needed to meet legal changes and to further improve the quality and consistency of case management work worldwide. The guideline for handling compliance incidents applies to the entire Group, i.e. our activities, geographies as well as stakeholder groups, and also takes into account cases reported along our upstream or downstream value chain.

Compliance training

To effectively implement the aforementioned compliance concepts, it is essential to thoroughly train employees. This is why our employees are offered training on compliance issues via various formats, such as in-house training, live webinars, or on-demand video training. This training covers basic topics such as our Code of Conduct as well as corporate guidelines. Depending on the employee group, more specific topics such as anti-corruption, antitrust law, anti-money-laundering, data protection, and information

Sustainability Statement

security are also included -- especially for particularly highrisk areas. It is also important to raise awareness among employees and managers about the protection of whistleblowers, as documented in our guidelines.

Participation in basic training, such as on the Code of Conduct, is mandatory. Mandatory e-learnings will be distributed to all employees, e.g. a defined target group. The goal is for employees to be able to identify and prevent non-compliant behavior at an early stage. Employees are prompted and reminded to participate in mandatory training courses. To promote a risk-conscious and value-oriented corporate culture, we train executives using a dialogbased approach. Our training programs are a key component of our compliance culture. They are continuously adapted based on needs, designed to be practical, and implemented effectively.

To support the development of the Fresenius compliance program, focus training topics were set in 2024: The compliance departments of all business segments have trained the employee groups that are particularly at risk in the area of anti-corruption. In addition, the Group function Risk&Integrity has successfully rolled out an onboarding program for all newly appointed compliance officers in the Group. This also includes training on cartel law.

In the reporting year 2023, the Group function Risk&Integrity rolled out three training modules on the topics of Business Integrity, Financial Compliance, and Finance Integrity across the Group for the first time.

In 2024, we have again assigned all new employees of Fresenius SE&Co. KGaA to mandatory training on the Code of Conduct.

For functions which are more exposed to specific risks such as corruption and bribery, specialized compliance training content is developed and provided. In the hospital sector, this training may address procurement teams or individuals in sales who interact with healthcare professionals. The assessment of the risks to which a function is exposed is carried out in consultation with the segment managers.

This compliance training is also based on our existing guidelines issued for the respective functions. For example, Fresenius Helios' Company Transparency Regulation applicable in Germany, clearly states that only employees of the central procurement service are authorized to negotiate with business partners, e.g. medical technical companies. Direct sales of products in our hospitals by field staff is not allowed.

[G1-2] Management of relationships with suppliers

Codes of conduct

Compliance with applicable laws and standards, as well as ethical conduct, is also a priority for Fresenius in its relationships with business partners and suppliers. Accordingly, our Code of Conduct and related guidelines for Fresenius Group employees also regulate our relations with business partners and suppliers. When dealing with healthcare professionals, it is essential, for example, that all price negotiations, marketing materials, event participations, or sponsorships activities are clearly regulated. We expect them to comply with ethical standards of conduct, in daily business as specified in our Fresenius Code of Conduct for Business Partners. Potential risks related to our

supply chain and impacts on sustainability aspects shall be addressed through these provisions. Among other topics, the Codes explicitly prohibit corruption and bribery and oblige our partners to comply with relevant and applicable national and international anti-corruption laws. Furthermore, the Code of Conduct for Business Partners includes human rights aspects as well as requirements from the German Supply Chain Due Diligence Act (LkSG). We inform our business partners about these requirements before entering a business relationship and perform risk-based business partner due diligence. The Codes of Conduct of the Group are publicly accessible on the Fresenius Website www.fresenius.com. An overview of the most relevant stakeholder groups is provided in the standard ESRS 2 General disclosures, section SBM-2 Stakeholders and partnerships, starting on page 159.

Business partner and investment due diligence We conduct risk-based due diligence on business partners before entering into a business relationship. The business partners to be screened are selected risk-based according to defined criteria. Ecological or social criteria can also be taken into account. This is within the responsibility of the respective business segment. Based on the risk profile, we provide for specific human rights or environmental clauses in supplier contracts which define concrete provisions for cooperation and information obliations in case of potential or actual human rights violations. In addition, risk analyses are carried out at least once a year in our business segments, for example, in which our suppliers are assigned a human rights risk score. This forms the basis for specific measures to be drawn.

Sustainability Statement

Accordingly, the compliance contract clauses are based on the partner's risk profile to prevent corrupt actions. Furthermore, in contracts with business partners, we reserve the right to terminate the contract in the event of misconduct.

We perform regular checks of all business partners against the applicable significant sanctioned party lists. Whenever we decide on potential acquisitions and investments, we take compliance risks into account in due diligence measures, among other methods via the Acquisition and Investment Council (AIC), which reviewed planned acquisitions and investments in a defined process for the business segments and Fresenius SE&Co. KGaA. Every acquisition and investment proposal submitted to the Management Board had first be discussed, reviewed, and evaluated by the AIC. If necessary, we initiated safeguarding measures and include, for example, compliance declarations and guarantees in the contracts. Following an acquisition, we integrate the new company into our compliance management system as quickly as possible. In 2024, the process was adjusted and documented separately both for acquisitions as well as investments, supported by respective guidelines.

Trade restrictions

To provide people worldwide with access to lifesaving medicine and medical equipment, Fresenius also supplies products to countries that are subject to trade restrictions. This also involves risks for us due to additional necessary inspections and possible authorization requirements. However, appropriate sanction mechanisms typically provide

exemptions for such deliveries, and Fresenius expects that the scope of such exemptions will remain unchanged. It is particularly important to us to comply with all currently applicable legal provisions, e.g. with regard to sanctions or export controls. To this end, we have introduced various measures, such as special IT system checks for deliveries that are subject to import or export restrictions. In our responsible central Group function and in our business segments, we have dedicated experts for trade compliance, as well as a trade compliance program at Fresenius Kabi. A Group-wide trade compliance program is currently being developed.

In order to be able to react appropriately to the rapidly changing sanctions situation, the Management Board has implemented additional monitoring and approval processes to ensure that trade compliance approvals and the review of all involved business partners are mandatory for each delivery into specific countries affected by sanctions. In addition, automated IT-based checks for each transaction at Fresenius Kabi are an integral part of the trade compliance program. In 2024, the Chief Customs and Trade Compliance Officer function was established. The function supports and controls the aforementioned policies on Group level.

Policy to prevent late payment

Fresenius is committed to conducting all business relationships with integrity, equality, and respect, as outlined in the internal and external guidelines. We do not differentiate in our payment practices, i.e. not based on seize of company, and apply the same standards uniformly to all our business partners. This is also stipulated in our

Fresenius Code of Conduct. Additional details are provided in the general terms and conditions of the business segments, negotiated contracts, and documented collaborations.

[G1-3] Prevention and detection of corruption and bribery Detecting and preventing corruption and bribery is part of the compliance management system and risk management. Due to the partially completed or imminent exit from the investment company Fresenius Vamed and the associated structural changes, no set-up for respective processes for the detection and prevention of corruption and bribery was established in this business area. A system to detect and prevent corruption and bribery will be set up in 2025 for the former Vamed business unit HES, which remains in the Fresenius Group and was transferred to Fresenius. This is intended to prevent, detect, investigate and prosecute allegations of corruption and bribery or cases of corruption and bribery. The system also provides for the targeted training of employees.Compliance contract clauses also obligate our business partners to adhere to ethical business practices. Further concepts regarding corruption and bribery among our business partners are explained in this topical standard, section G1-2 Supplier management, starting on page 291. The Corporate Audit Group function conducted independent and risk-oriented audits to

Sustainability Statement

continuously improve the effectiveness of compliance and anti-corruption. If weaknesses are identified, the Corporate Audit Group function monitors the implementation of remediation actions defined by the respective management through systematic follow-up reviews. In 2024, 12 internal audits with audit reference corruption were conducted at operating sites of the business segments. The audit engagement results were analyzed by the compliance organizations and incorporated into the continuous improvement of existing measures. Structural changes to the processes related to the compliance organizations were not required.

Financial transactions

Closely related to the policies of detecting and preventing corruption and bribery are the controls for cash transactions and banking transactions. These should meet the current requirements and risks, which is why we regularly review them as part of our Internal Controls Framework and adjust them, if required.

Money laundering

Fresenius has established appropriate measures to address money laundering risks. These measures include internal controls, such as the prohibition of certain cash payments, as well as risk analysis and review processes for relevant transactions. We report suspicious transactions to the authorities. The controls implemented are embedded in policies and appropriate training is provided.

Dealing with conflicts of interest

We strive to avoid potential conflicts of interest and to ensure that our patients receive appropriate treatment options. In this context, integrity also means that our employees clearly separate private interest from that of the company. They make decisions for Fresenius based on objective criteria. Our employees are obliged to make potential conflicts of interest transparent to their supervisors as soon as they have identified the conflict and before the business action is taken. The affected employee and his or her supervisor have to discuss the exact circumstances. Depending on this, the supervisor will initiate the appropriate measures.

Fresenius supports its employees in dealing responsibly with conflicts of interest by defining clear requirements and providing guidance, as well as answers to the most frequent questions, on the intranet. Training and regular updates of information complement the activities at the Group level and within the business segments. Our compliance departments are also available as a contact partner for all related questions.

Thus, our guidelines for dealing with business partners and customers regulate the handling of donations. They state that Fresenius donates for scientific or charitable purposes and without expecting any consideration, on a voluntary basis only. Donations and other contributions to political organizations are provided in accordance with applicable legislation. The Group prohibits political contributions in its Code of Conduct. Should any financial or in-kind contributions occur, an investigation will be conducted to determine if they constitute a violation of the Code of Conduct. If a violation is confirmed, it will be communicated,

documented, and assessed as a compliance case through appropriate systems and processes. Further details on compliance case management can be found on page 288 of this standard.

Fresenius Helios prohibits, for example in Germany, unilateral monetary allocations by industry for financing medical trainings, and restricts sponsorship opportunities, among other things, to the communication of independent scientific content.

Functional reporting lines in the compliance organization

In addition to the aforementioned guidelines, controls, and processes, functional reporting lines of our compliance management system are intended to contribute to the effective prevention and detection of corruption and bribery. Accordingly, compliance officers of our business segments since 2023report to the respective Heads of Compliance of their business segment; they report functionally to the Group Chief Compliance Officer . The Group Chief Compliance Officer, the Chief Compliance Officers, or Heads of Compliance of each business segment, the Head of Group Reporting and Monitoring, and the new role of Chief Customs and Trade Compliance Officer created in 2024 form the Group Compliance Management Team (GCMT). This management team meets on a monthly basis and sets the governance standards for compliance at Fresenius and supports the effective implementation of the compliance management system. The GCMT regularly examines the results of the compliance risk analysis, the compliance figures, the further development of the compliance management system, and the results of monitoring measures.

Sustainability Statement

The management of the business segments receive regular reports on compliance from their Chief Compliance Officers or Heads of Compliance.

Combating corruption and bribery

Our employees are regularly offered information -- e.g. on our website, on the intranet or via newsletters -- on our processes to detect, prevent, and address (suspected) incidents of corruption and bribery.

All business segments provide training programs tailored to their specific risk profiles, focusing specifically on the fight against corruption and bribery. The risk profile determines the obligation to participate in the training. This applies in particular to employees who have contact with public officials or budget responsibility, and who can influence award decisions. The business segments themselves determine which employees or employee groups belong to high-risk functions and require specific training. Participation and completion rates are monitored by a designated function, often the HR department or Compliance teams.

The Management and Supervisory Boards are advised on detection and prevention of corruption and bribery during regular meetings.

The targets set in the 2023 reporting year for the reorganization and implementation of a functional compliance and human rights organization were implemented. Future goals of the compliance and human rights organization are based on the continuous development of the management system.

Our aspiration is to integrate our comprehensive understanding of compliance into our daily business. The aim is to prevent violations, continuously improve our compliance management system, and to further evolve a living compliance culture, especially among our employees and the stakeholders we interact with. Exchange on best practices between our business segments plays a key role here. The business segments develop operational goals and measures on an annual basis to continuously strengthen the compliance management system.

Incentives, e.g. remuneration-related targets, can promote the implementation of supplementary measures in the compliance functions and are defined individually as required. Training measures are also carried out. Violations of guidelines lead to sanctions, including dismissal in the event of serious misconduct. In addition, we aim to ensure that we can comply with all applicable sanctions and requirements for export controls, even in the event of shortterm changes in legislation. We have no evidence that Fresenius has not complied with applicable sanctions and export control requirements.

To measure the effectiveness of our concepts and actions, we define and visualize key performance indicators (KPIs) relevant to us as part of the current development of our digital compliance monitoring process. In connection with the main impacts and risks, the number of received

compliance reports, for example, is a relevant element for monitoring that is regularly evaluated and reported on in the next section. All Chief Compliance Officers and Heads of Compliance have access to these evaluations. By continuously expanding this compliance monitoring, we are working to steadily improve our current overview of relevant compliance matters.

In addition, the compliance function has been conducting compliance reviews in all areas of the company to check the effectiveness of our policies since 2024 and will continue to expand these activities.

[MDR-A] Actions and resources in relation to material sustainability matters

In the reporting year, activities were defined at Group level to address the material impacts, risks and opportunities identified in connection with good corporate governance. We commissioned an auditing firm to assess the compliance management system in terms of its appropriateness and effectiveness in accordance with IDW PS 980. In the reporting year, a detailed assessment was carried out in an initial phase. In addition, we created the organizational requirements for a Group-wide trade compliance organization. This is currently being set up. Other key activities focus on the ongoing application and implementation of the new central governance approach in the operating companies so that we can effectively manage short, medium and long-term effects, exploit opportunities and address risks.

| Annual Report 2024

Fresenius

Sustainability Statement

[G1-3] Prevention and detection of corruption and bribery

As explained in section G1-1 Our approach, Compliance training, starting on page 290, we consider employee training to be essential in order to promote fair and ethical business conduct and to adequately address impacts, risks and opportunities through well-trained employees. In 2024, 81% of our employees in at-risk functions were covered by training programmes.

[G1-4] Incidents of corruption or bribery

In the reporting year 2024, there were no convictions and no fines of Fresenius for violations of corruption and bribery regulations.

Nevertheless, we continuously work on strengthening our governance structures to effectively prevent, detect, and address incidents. Supporting our employees and stakeholders in appropriately responding to suspected cases of corruption and bribery plays a central role in this effort. The compliance reviews conducted for the first time in 2024 are a further building block in effectively preventing, detecting, and addressing deviations or violations.

[G1-5] Political influence and lobbying activities

Fresenius' government relations activity is managed by a dedicated Political Affairs department. This reports directly to the CEO of Fresenius. Our representative office in Berlin and an EU Relations Office in Brussels are available as contact points for politicians and the representatives. The primary task of the department is to advise policy makers on policy initiatives that require expertise in medicine and the healthcare industry. Any political activity by Fresenius' employees and representatives is governed by our Code of Conduct, as well as by the applicable legal standards regarding our relations with external partners and the public. Information on lobbying expenditures is published as required by law in the business segments and countries concerned.

In the 2024 reporting year, Fresenius did not make any direct or indirect political contributions in the form of cash or in-kind political contributions, including intermediary organizations. In addition, no financial or in-kind donations were made to politicians. The amounts recorded in the EU transparency register include, among other things, the costs for personnel required for our communication activities.

Fresenius' government relations and lobbying activities are aimed at opportunities to improve access to medicine and healthcare. To achieve this, we participate in direct discussions and meetings with policymakers, draft written statements, and take part in hearings and consultations. Additionally, we build networks and coalitions with other relevant stakeholders, exchange ideas with experts, and promote relevant research projects.

Fresenius primarily focuses on the following industry-specific topics: improving the legal and economic framework conditions for businesses, promoting the (industrial) healthcare sector, ensuring the financial sustainability of healthcare systems, and guaranteeing high-quality healthcare in our facilities. Promoting economic growth and practical perspectives in political discussions to develop actionable solutions are also part of our activities. Additionally, our engagement extends to our own business activities, as we also advocate for the improvement of working conditions for our employees.

Given the societal significance of the topics addressed, it is particularly important for Fresenius to conduct political engagement and lobbying activities responsibly and transparently, thereby addressing impacts and mitigating shortand long-term risks related to reputational damage, rating assessments, and credit conditions.

Fresenius is registered in the lobby register for advocacy towards the German Bundestag and the Federal Government (registration number R001428). Fresenius is listed in the EU transparency register under number 047428334069.

No person from our management or supervisory bodies held a comparable position in public administration (including regulatory authorities) in the two years prior to their appointment during the current reporting period.

Sustainability Statement

[G1-6] Payment practices

Fair payment practices promote trust and strengthen cooperation between Fresenius and our suppliers. The basic prerequisites for this are transparent agreements and appropriate payment terms.

Our business segments act independently in purchasing and are responsible for implementing and reviewing their guidelines. The guidelines are based on standard industry practices and also take into account the circumstances of the respective countries and markets in which we operate.

Our supplier-specific terms of payment are regulated according to the individual guidelines.

Fresenius is obligated to report any significant legal proceedings related to late payments that could impact the company's reputation, earnings, financial position, or assets. If such cases exist, they are disclosed in the consolidated financial statements under the section Other notes, item 33 Commitments and contingencies. As of Dec. 31, 2024, there were no such cases.

No random sample was used for data collection. The suppliers were categorized into large, small and mediumsized suppliers. Suppliers that account for a total of 80% of the annual purchasing volume were classified as large suppliers. The remaining suppliers, which account for 20% of the purchasing volume, were categorized as small and

medium-sized suppliers. The calculation of the average payment time is based on the number of invoices. The average is calculated by the date of the invoice as starting point and the day of payment as end date. All invoices paid in the reporting period are taken into account. When determining this ratio, the focus in the first ESRS reporting year was on those entities that make up the largest share and are connected to central IT systems, for example. The few entities not yet included will be integrated into the consolidation of G1-6 going forward.

G1-Company-specific

In the reporting year, no incidents related to business conduct or other categories that could have significantly impacted the reputation or financial position of Fresenius were reported through the established reporting channels.

In 2024, a total of 1,250 compliance reports (2023: 806) were received via the incident databases at Fresenius SE&Co. KGaA and the business segments. They were recorded via various reporting paths.

The majority of reports were in the overarching categories of human resources (HR)/workplace, other and misappropriation of company assets. The increase in reports received is partly due to the intensified use of our automated whistleblowing systems and is proof that internal communication initiatives have proven to be effective. The majority

of this increase relates to patient complaints within the Quirónsalud segment that have not reached the threshold of a compliance violation.

COMPLIANCE REPORTS

202
4		 202
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0		 806
Hu
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47

1 Of the total of 1,250 reports made in the 2024 reporting year, 28 are human-rights-related reports. These are also assigned to the other categories.

2 In the 2023 reporting year, human rights reports were included in the total amount. They were reported in a separate category.

The compliance reports published annually in our annual report are recorded and managed using IT systems. The underlying methods and procedures are defined in the Group-wide SOP Case Management. This corporate regulation is binding for all operational units and has been implemented globally. As described in this topical standard, section Grievance and whistleblower mechanisms, starting on page 289, potential compliance cases are captured through various grievance mechanisms.

In the reporting year 2024, the received reports were categorized thematically into subcategories, if applicable, a relation to human rights was indicated, and they were

PAYMENT METHODS

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.8

Sustainability Statement

G-COMPANY-SPECIFIC CYBERSECURITY

[G-Company-specific]

[SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

The digital transformation is advancing the healthcare market worldwide. Among other things, it makes it possible to optimize processes and improve the quality of patient care. The use of digital technologies at Fresenius is associated with impacts, risks, and opportunities. We use central management systems to identify, evaluate and manage these.

Robust cybersecurity management is the basis for the continuity of ongoing operations and the digitization of business processes. By making our digital processes as secure as possible, we are having an actual positive impact on the care of increasing numbers of patients, as digitalization can improve access to and the quality of healthcare services -- e.g. through telemedicine services, electronic patient files (EPA), or the more efficient analysis of medical data with the help of artificial intelligence. It also helps to expand our care network. This results in short-term opportunities for us, because a secure digital transformation not only enables us to expand our patient pool, it also leads to better patient care, greater patient loyalty, and thus improved competitiveness. In the long-term, our cybersecurity management helps us to increase the resilience of our business model and our IT infrastructure in the face of an ever-changing cyber threat landscape. The resulting financial opportunities for Fresenius arise from the trust that our various stakeholders place in us, e.g. patients who entrust us with their data, and investors and lenders who provide financial resources for the Group or invest in our shares. The actions we take in the area of cybersecurity strengthen this trust as well as the reputation of our company -- and thus promote lasting business relationships.

Insufficient cybersecurity actions could have a potential negative impact on our operational business: As a large healthcare Group, we are part of the critical infrastructure. Operational failures and the loss of sensitive data could jeopardize the care of our patients. Damage to health could occur due to incorrect treatment if essential data in patient files is missing or incorrect or treatment could be delayed as a result of system failures. A cyberattack can also pose serious financial risks for Fresenius. These include direct financial losses as a result of responding to incidents and restoring operating processes, the loss of intellectual property and fines for breaches of regulatory requirements, such as data protection and information security regulations. In addition, such incidents could lead to a loss of trust among our stakeholders, which could damage our reputation in the long-term. This loss of reputation can in turn lead to competitive disadvantages and cause further financial damage.

[MDR-P] Policies adopted to manage sustainability matters

Our Cybersecurity Policy Framework consists of a set of policies, requirements, and procedures that we use to address the impacts, risks, and opportunities that digital transformation brings to Fresenius. It forms the common basis for cybersecurity in all business segments and Group functions. Within this framework, the protection requirements of confidentiality, integrity, and availability of information, technologies and systems form the central objective of Fresenius' cybersecurity efforts. We have defined these minimum security standards for all of our risk domains.

Fresenius has adopted a cybersecurity strategy to be implemented by the end of 2025 that sets targets for the Group and the individual business segments. The main focus areas are reducing risks, increasing resilience to cyberattacks, standardizing the organization, processes, and technologies, and improving the Group-wide level of maturity.

We derive our activities based on maturity assessments and cyber-risk analyses. These help us to prioritize the most relevant measures to buy-down risk and carefully track both the progress as well as the effectiveness of implemented measures in our cybersecurity programs.

Sustainability Statement

Our strategic approach applies to the geographies in which we operate production sites or healthcare facilities. We also consider the upstream and downstream value chain if required due to contractual or regulatory provisions, e.g. in the aftersale service of medical technical equipment. Our stakeholder groups are explained in standard ESRS 2, section SBM-2 Stakeholders and partnerships, starting on page 159.

To manage Group-wide cybersecurity and the associated risks, we have determined five risk domains. The Group Cybersecurity Office (GCSO) functions manage the development and implementation of cybersecurity requirements and the coordination of risk management activities with the experts in the business segments within these risk domains. The cross-functional teams also have the task of promoting the exchange of expertise and knowledge in all areas of cybersecurity within the Group.

In line with a defined system for cybersecurity metrics, we have established a variety of effectiveness metrics in recent years. We use these key figures to determine whether security controls are operating as intended. This helps us understand cybersecurity risks and how well prepared or resilient we are in terms of defending against cyberattacks. The respective risk domain managers record the key figures in all relevant risk domains of the Group and report

them regularly to the Cybersecurity Board and the Cybersecurity Steering Committee. In addition, they are visualized in a scorecard that supports the cybersecurity management to steer Group-wide cybersecurity initiatives. We also compare metrics with those of relevant interest groups, e.g. other DAX companies, and communicate these to the Management Board and the Supervisory Board.

Our main objective is to prevent cyber risks from materializing. This is where our investments into the early detection of cyber threats are paying off: Recurring analyses and defense processes are automated in order to react even more efficiently to incidents and limit potential damage to the company. Every incident is thoroughly investigated in order to derive additional measures to improve our overall safety.

At business segment level, cybersecurity insurance policies are in place where they were available on the insurance market and where they cover the risks appropriately. In 2024, cybersecurity insurance at Group level was evaluated again, but has not yet been taken out, as the cost and benefit assessment has not yet been completed.

In addition, there are certifications such as ISO/IEC 27001 for our information security management system (ISMS) at Group and business segment level. The international standard is used to implement, maintain, and continuously improve an ISMS to ensure the confidentiality, integrity and availability of information through a systematic approach.

We regularly evaluate the strategic cybersecurity risks along the value chain. As part of these bi-annual assessments, we analyze the evolving cyber threat landscape to consider arising threats in order to derive our cybersecurity measures and effectively mitigate our risks.

The Corporate Audit Group function perform independent and risk-oriented audits to continuously improve the effectiveness of the risk management, control and governance processes at Group level and in the business segments. These audits were also carried out in 2024. In the process, they took into account cybersecurity measures such as policies and procedures and their implementation. In 2024, Corporate Audit conducted six audits (2023: nine) with a focus on information security.

If weaknesses are identified during the audits, Internal Audit monitors the implementation of the remedial measures defined by management as part of systematic follow-up reviews.

Sustainability Statement

If Fresenius employees suspect cyber threats, they can contact [email protected] or [email protected], as well as any cybersecurity employee. To improve reporting efficiency, suspicious emails may be reported through the Phish Alert Button, which starts an automated analysis and involves the Cyber Emergency Response Team (CERT), if required. Our CERT investigates potential threats and incidents in our IT, production and health facility environments and follows up on suspected violations. If a malicious phishing attempt is detected, the sender is blocked and the security protocols are adapted accordingly.

If there is knowledge of a potential cyber threat within our value chain -- but outside our own workforce -- third parties can use the publicly available reporting channels or grievance mechanisms of Fresenius.

The Chief Financial Officer (CFO) of the Management Board oversees cybersecurity governance and receives direct reports -- weekly and as needed -- from the Group Head of Cybersecurity. The latter acts as the Group-wide Chief Information Security Officer (CISO), has overall responsibility for the governance of cybersecurity within the Group, and leads the GCSO. In this role, he defines the Group-wide cybersecurity strategy and coordinates this strategy with the respective cybersecurity heads in order to ensure a consistent approach across all business segments.

The Group Head of Cybersecurity reports quarterly to the Management Board and at least annually to the Supervisory Board.

The GCSO manages cybersecurity within the Group. It is intended to ensure that cybersecurity is considered and coordinated holistically from a Group perspective, defines its baseline requirements, and monitors its compliance. In addition, it controls the execution of the measures to combat risk. Where necessary, the GCSO advises and supports the business segments in their activities.

Within the Group, overarching committees complement the existing organizational structure. The Cybersecurity Board meets on a monthly basis. It ensures the exchange of information on Group-wide cybersecurity, defines criteria for evaluating and monitoring the development of cybersecurity across the Group, and reviews the progress and results of cybersecurity measures and initiatives. The Cybersecurity Board also monitors the adoption and implementation of the Group-wide cybersecurity policies. It verifies whether the baseline requirements of the measures to combat risk are met.

Sustainability Statement

The CFO and the respective CFOs of the business segments form the Cybersecurity Steering Committee which meets quarterly. The steering committee formally enacted the Governance Charter to emphasize the strategic objectives, the scope, and the responsibilities of the Cybersecurity program.

Accordingly, the Cybersecurity Steering Committee acts as a governance body and as an escalation and decisionmaking authority for various overarching measures. These include, for example, those for identifying and protecting critical, highly relevant information assets or those for optimizing the development of an appropriate cybersecurity structure.

As part of the Group-wide #FutureFresenius transformation, the Management Board decided to further develop the organizational structure of cybersecurity in line with the Group and cybersecurity strategy, starting in the fourth quarter of 2023, which was implemented in 2024. The focus is on standardizing the organizational and operational structure of the cybersecurity functions and revising the cybersecurity framework to adequately reflect these changes. The revised cybersecurity framework was adopted by the Management Board in 2024.

[MDR-A] Actions and resources in relation to material sustainability matters

We want to ensure compliance with our Cybersecurity Policy Framework and prevent, mitigate and remedy the actual and potential negative effects described. It is also important to us to address the risks and opportunities that arise for us

in relation to cybersecurity. We are therefore implementing a large number of individual projects as part of our cybersecurity programs. In the reporting year, we took specific measures to improve the existing security infrastructure in the production area and continued our training program.

At Fresenius, we seek to imbed a human-centered risk model, combining this with our already-implemented Cybersecurity Training &Awareness Program (CTAP), which we carry out on an ongoing basis. We aim to share knowledge about emerging trends immediately. To this end, we introduce different cybersecurity activities at Fresenius, as well as providing helpful tips on the secure use of devices, be that in the office or at home.

In addition to mandatory training on cybersecurity fundamentals, CTAP offers various courses, videos, and other learning content, for example via the different digital CTAP learning platforms and intranets. As part of the CTAP, we regularly simulate phishing attacks to internalize the required behavior to be triggered if phishing is suspected. We calculate a personal risk score for all employees enrolled in these training courses, based on their behavior in phishing tests and the number of cybersecurity training sessions they have completed. All CTAP activities are tailored toward Fresenius' specific risks and are available in several languages. We measure the success of the CTAP activities by using predefined success criteria, e.g., the target phishing simulation click rate and the number of training sessions carried out per employee.

The offerings are available to all employees worldwide. We regularly inform them through various channels, e.g. via intranet articles or posters in production facilities and clinics, in order to sensitise them to current cyber risks and new types of cyber threats. In addition, we organize an annual Cyber Awareness Month to encourage employees to discuss cyber security issues. In doing so, we use the knowledge derived from daily phishing attempts, for example, which is analyzed and evaluated by the CERT. With their help, we can design customized awareness content and roll out training campaigns.

Continuous training on cybersecurity is also part of the variable compensation of all employees who participate in Fresenius' SHARE profit-sharing program. The program is explained in the topical standard S1 Own workforce, section S1-1 Our approach, Employee retention starting on page 215.

In 2024, we offered new training modules to the majority of our employees. The training focus was on raising employee awareness of social engineering, phishing, new threats related to the use of mobile devices, Acceptable Use Policy, and strengthening fundamental cybersecurity knowledge. Additionally, simulated phishing attempts were again sent to employees via email. The overall majority of employees were successful in detecting our phishing simulations.

Our measures are part of a long-term cybersecurity program. The various independent projects are aimed at improving the cybersecurity structure in our Group. Through continuous training, we ensure that our employees are confident in dealing with phishing attempts and that cyber risks are reduced as a result.

Sustainability Statement

The costs for the training planned or carried out as part of the cybersecurity programme amount to a low single-digit million euro amount, which extends over a period up to the end of 2024. The costs for the continuous cybersecurity training measures in accordance with the holistic cybersecurity programme amounted to around €400,000 (OpEx) in the 2024 reporting year.

[MDR-T] Tracking effectiveness of policies and actions through targets

It is our ambition that both our patients and our customers can rely on the cybersecurity of our products and services. Our stakeholders have a high level of trust in the cybersecurity of our products and services. We continuously strive to meet their expectations by strengthening our resilience against cyberattacks, reducing our cyber risks and thus preventing harm to our patients, customers, or the company. Beyond this, there is no overarching Group objective in connection with cybersecurity.

We measure the effectiveness of our cybersecurity strategy by evaluating resilience metrics, as shown in the following section.

[MDR-M] Metrics in relation to material sustainability matters

Fresenius assesses the effectiveness of cybersecurity management on the basis of effectiveness indicators and cyber security maturity assessments. In doing so, we evaluate whether patients are affected. Overall, our resilience indicators suggest that only a few serious incidents occurred in the reporting period. From a Group perspective, these had no significant impact on our business processes. In the reporting year, no serious cybersecurity incident was reported that resulted in the loss of patient data or had a significant impact on the reputation or financial position of our Group.

CYBER INCIDENTS

202
4		 202
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In principle, a cyber security incident occurs when a security report is classified as critical. This is the case if a cyber security incident could potentially result in the loss of data or restrict the Fresenius Group in the provision of its services. The dual control principle is applied when assessing criticality. All incidents are then further assessed to determine whether there has been a breach of at least one of the cybersecurity protection goals of confidentiality, integrity and availability. If this is the case, the corresponding incident is classified as serious.

Incidents are reported to the Group Cybersecurity function, the reporting paths and process structure are explained on page 299.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

TABLE OF CONTENTS CONSOLIDATED FINANCIAL STATEMENTS

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of
in
tes
ate
tat
ent
on
e c
ons
em
com
e
olid
of
fin
ial
itio
343
No
th
d s
tes
ate
tat
ent
on
e c
ons
em
anc
pos
n
36
6
Oth
not
er
es
3
0
6		 i
Co
l
da
d
f c
h
f
lo
te
ta
te
t o
ns
o
s
m
en
as
w
s
3
0
8		 Co
i
l
da
d
te
ta
te
t
ns
o
s
m
en
f c
ha
in
i
ty
o
ng
es
e
q
u		 3
9
8		 i
i
i
Re
b
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ta
te
t
sp
on
s
s
m
en
3
9
9		 i
's
A
d
to
t
u
r
re
p
or

Consolidated statement of income | Consolidated statement of comprehensive income | Consolidated statement of financial position

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

FRESENIUS SE&CO. KGAA CONSOLIDATED STATEMENT OF INCOME

€ i
illio
n m
ns		 Not
e		 202
4		 ed¹
202
3 re
stat		 202
3 p
revi
ous
Rev
en
ue		 4 21,
833		 21,
067		 22,
299
Co
of
sts
re
ven
ue		 -16
45
5
,		 -16
096
,		 -17
24
1
,
ofi
Gr
t
oss
pr		 5,
37
8		 4,
97
1		 5,
058
Se
llin
g e
xp
ens
es		 -69
7		 2
-74		 0
-75
Ge
al a
nd
ad
mi
nis
tive
tra
ner
ex
pen
ses		 8 -2,
222		 -2,
285		 -2,
40
5
Oth
ing
in
rat
er
ope
com
e		 9 293 41
7		 40
2
Oth
tin
er
op
era
g e
xp
ens
es		 9 -32
9		 -51
7		 -50
1
Res
ch
and
de
vel
nt
ear
op
me
exp
ens
es		 7 -64
1		 -66
1		 -66
1
Op
tin
inc
e (
EB
IT)
era
g
om		 782
1,		 183
1,		 143
1,
Inc
e f
in
ed
for
ing
th
ity
tho
d
tm
ent
unt
om
rom
ves
s a
cco
us
e e
qu
me		 22 38 -12 -12
Int
st i
ere
nco
me		 10 115 121 118
Int
st e
ere
xp
ens
es		 10 -54
7		 -51
9		 -53
4
inc
Inc
e b
efo
e t
om
re
om
axe
s		 1,
38
8		 773 715
Inc
e ta
om
xes		 11 -52
1		 -48
5		 -47
7
t in
nti
ing
tio
Ne
e f
com
rom
co
nu
op
era
ns		 867 28
8		 23
8
No
olli
int
in
nti
ing
tio
ntr
sts
nco
ng
ere
co
nu
op
era
ns		 12 -34 0
-11		 -11
5
t in
nti
ing
tio
rib
Ne
e f
ble
att
uta
to
com
rom
co
nu
op
era
ns
sha
reh
old
of
Fr
niu
s S
E&
Co
. K
Ga
A
ers
ese		 90
1		 39
8		 353
t in
e f
ida
niu
Ne
de
sol
ted
Fr
com
rom
con
ese
s
Me
dic
al C
tio
und
IFR
S 5
are
op
era
ns
er		 n.a -1,
938		 -1,
938
No
olli
int
in
de
sol
ida
ted
Fr
niu
ntr
sts
nco
ng
ere
con
ese
s
Me
dic
al C
tio
und
IFR
S 5
are
op
era
ns
er		 n.a -99
1		 -99
1
Ne
t in
e f
de
sol
ida
ted
Fr
niu
com
rom
con
ese
s
dic
tio
rib
Me
al
Ca
de
r IF
RS
5
ble
att
uta
re
era
ns
un
op
sha
reh
old
of
Fr
niu
s S
E&
Co
. K
Ga
A
to
ers
ese		 n.a -94
7		 -94
7
Ne
t in
e f
di
nti
d o
ati
com
rom
sco
nue
per
ons		 -57
1		 -50 n.a
No
olli
int
fro
m d
isc
inu
ed
tio
ntr
sts
ont
nco
ng
ere
op
era
ns		 -14
1		 -5 n.a
t in
e f
di
nti
tio
rib
Ne
ed
ble
att
uta
com
rom
sco
nu
op
era
ns
niu
sha
reh
old
of
Fr
s S
E&
Co
. K
Ga
A
to
ers
ese		 -43
0		 -45 n.a
Ne
t in
com
e		 296 -1,
700		 -1,
700
olli
int
in
t in
No
ntr
sts
nco
ng
ere
ne
com
e		 -17
5		 106
-1,		 106
-1,
Ne
t in
ibu
tab
le t
ha
reh
old
of
Fr
niu
s S
E&
Co
. K
Ga
A
ttr
com
e a
o s
ers
ese		 47
1		 -59
4		 -59
4
Ea
rni
sha
in €
(b
asi
nd
dil
d)
ute
ng
s p
er
re
c a		 14 0.8
4		 05
-1.		 05
-1.
the
f b
d o
inc
e f
nti
ing
tio
et
reo
ase
n n
om
rom
co
nu
op
era
ns		 1.6
0		 0.7
1		 0.6
3
f b
inc
e f
ida
the
d o
de
sol
ted
et
reo
ase
n n
om
rom
con
Fre
ius
M
ed
ica
l C
tio
und
IFR
S 5
sen
are
op
era
ns
er		 n.a -1.
68		 -1.
68
f b
inc
e f
di
nti
ati
the
d o
d o
et
reo
ase
n n
om
rom
sco
nue
per
ons		 76
-0.		 -0.
08		 n.a

1 Prior-year figures have been adjusted due to the exit from Fresenius Vamed.

The following notes are an integral part of the consolidated financial statements.

| Annual Report 2024

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

FRESENIUS SE&CO. KGAA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

€ i
illio
n m
ns		 Not
e		 202
4		 202
3
t in
Ne
com
e		 296 -1,
700
Ot
he
he
nsi
inc
e (
los
s)
r c
om
pre
ve
om
sit
ion
hic
ill
sif
ied
in
in
e i
Po
h w
be
las
ub
to
net
nt
s w
rec
com
n s
seq
ue
yea
rs
eig
ati
For
nsl
tra
n c
urr
enc
y
on		 32,
35		 44
0		 -23
1
Ca
sh
flow
he
dg
es		 32,
35		 14 -11
FV
OC
I de
bt
ins
tru
nts
me		 32,
35		 -- 24
Eq
uity
eth
od
inv
sha
of
hen
siv
e in
est
m
ees
re
com
pre
com
e
--		 32 177 -24
Inc
siti
hic
h w
ill b
ecl
ifie
d
e ta
om
xes
on
po
ons
w
e r
ass		 32 -4 0
Po
sit
ion
hic
h w
ill
be
cla
ssi
fie
d i
t in
e i
ub
not
nto
nt
s w
re
ne
com
n s
seq
ue
yea
rs
Ac
ria
l ga
ins
de
fin
ed
ben
efit
nsi
lan
tua
on
pe
on
p
s		 29,
32		 16 137
OC
uity
in
FV
I eq
tm
ent
ves
s		 32,
35		 -2 4
Eq
uity
eth
od
inv
sha
of
hen
siv
e in
est
m
ees
re
com
pre
com
e
--		 32 -4 -19
Inc
siti
hic
h w
ill n
be
las
sifi
ed
e ta
ot
om
xes
on
po
ons
w
rec		 32 -5 -39
Ot
he
he
nsi
inc
e (
los
s),
net
r c
om
pre
ve
om		 632 9
-15
siv
e i
To
tal
reh
(lo
ss)
co
mp
en
nco
me		 928 -1,
859
Co
siv
rib
ing
in
reh
e lo
ble
oll
att
uta
to
ntr
ter
est
mp
en
ss
no
nco
s		 6
-15		 -91
5
Co
reh
siv
e i
(lo
ss)
tri
bu
tab
le t
ha
reh
old
of
Fr
niu
s S
E&
Co
. K
Ga
A
at
mp
en
nco
me
o s
ers
ese		 1,
084		 -94
4

The following notes are an integral part of the consolidated financial statements.

LIABILITIES AND SHAREHOLDERS' EQUITY

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

FRESENIUS SE&CO. KGAA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS

as of December 31, € in millions Note 2024 2023 Cash and cash equivalents 15 2,282 2,562 Trade accounts and other receivables, less allowances for expected credit losses 16 3,500 3,673 Inventories 17 2,573 2,517 Other financial assets 18 1,422 1,504 Other assets 19 1,145 1,533 Income tax receivables 214 176 Assets held for sale 2 310 555 I. Total current assets 11,446 12,520 Property, plant and equipment 20 8,569 8,964 Right-of-use assets 34 1,321 1,818 Goodwill 21 15,085 15,089 Other intangible assets 21 2,422 2,531 Fresenius Medical Care investment accounted for using the equity method 22 3,639 3,500 Other financial assets 18 426 360 Other assets 19, 22 231 142 Deferred taxes 11 411 360 II. Total non-current assets 32,104 32,764 Total assets 43,550 45,284

as of December 31, € in millions Note 2024 2023 Trade accounts payable 1,359 1,488 Debt 26 746 1,061 Lease liabilities 34 172 206 Bonds 27 1,854 815 Convertible bonds 28 -- 499 Other financial liabilities 24 1,549 1,644 Other liabilities 25 2,094 2,477 Provisions 23 663 799 Income tax liabilities 148 111 Liabilities directly associated with the assets held for sale 2 424 230 A. Total short-term liabilities 9,009 9,330 Debt 26 1,740 2,216 Lease liabilities 34 1,328 1,792 Bonds 27 7,737 9,241 Other financial liabilities 24 965 826 Other liabilities 25 252 229 Pension liabilities 29 605 666 Provisions 23 717 523 Income tax liabilities 280 279 Deferred taxes 11 627 531 B. Total long-term liabilities 14,251 16,303 I. Total liabilities 23,260 25,633 A. Noncontrolling interests 30 748 652 Subscribed capital 31 563 563 Capital reserve 31 4,315 4,326 Other reserves 31 14,038 14,092 Accumulated other comprehensive income 32 626 18 B. Total Fresenius SE&Co. KGaA shareholders' equity 19,542 18,999 II. Total shareholders' equity 20,290 19,651 Total liabilities and shareholders' equity 43,550 45,284

The following notes are an integral part of the consolidated financial statements.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

FRESENIUS SE&CO. KGAA CONSOLIDATED STATEMENT OF CASH FLOWS

Jan
1 t
o D
mb
31,
€
in
mi
llio
uar
ece
er
ns
y		 Not
e		 202
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202
3 re
stat		 202
3 p
revi
ous
tin
cti
vit
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Op
era
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Op
tin
cti
vit
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tin
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rat
era
g a
con
g o
pe
s
--
Ne
t in
e f
nti
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tio
com
rom
co
nu
op
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jus
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inc
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Ad
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tm
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cas
cas
qu
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cia
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pre
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34
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40
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47
8
Ch
e in
de
fer
red
ta
ang
xes		 11 33 -2 -17
Ga
in o
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of
fix
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d o
f in
nd
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tm
ent
est
n s
ass
an
ves
s a
res		 2 -1 -20 -19
Ga
in/
los
s fr
th
e in
ed
for
tm
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cco
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the
uity
eth
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eq
m		 -38 12 12
Ch
s in
nd
liab
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of
set
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ge
as
s a
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ou
sin
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acq
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Tra
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the
cei
vab
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acc
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7		 -26
4
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6		 -17
0
Oth
nd
t a
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set
er
cur
ren
no
n-c
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s		 18,
19		 229 -14
7		 -22
4
Ac
cei
vab
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/pa
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late
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to
art
cou
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re		 -54 -6 6
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Tra
de
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and
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acc
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, p
rov
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m		 23,
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bil
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Ne
ash
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d b
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nti
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ac
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co
nu
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131
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ash
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ius
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325		 2,
325
ide
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sco
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44
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4,
45
ing
tiv
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Inv
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Inv
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co
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op
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Pu
rch
f p
lan
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t a
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ase
s o
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equ
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lize
and
d d
lop
nt
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ca
p
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me
cos		 20 -92
3		 -1,
053		 -1,
134
Pro
ds
fro
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m s
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isit
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inv
Ac
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s a
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and
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ase
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s		 2,
37		 -80 -23
3		 -23
4
in
div
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Pro
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fro
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of
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tm
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s a
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37		 394 1 1
Ca
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and
sh
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f fr
ca
equ
ose
om
ida
tio
f F
ius
ica
l C
the
de
sol
M
ed
con
n o
res
en
are		 n.a -1,
303		 -1,
303
Div
ide
nds
cei
ved
fro
Fre
ius
M
ed
ica
l C
re
m
sen
are		 112 106 n.a
in
inv
ing
tiv
itie
nti
ing
tio
Ne
ash
ed
t c
est
us
ac
s --
co
nu
op
era
ns		 -49
0		 -2,
455		 -2,
643
Ne
ash
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in
inv
ing
tiv
itie
de
sol
ida
ted
t c
est
us
ac
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con
ius
ica
tio
Fre
M
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l C
de
r IF
RS
5
sen
are
op
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un		 n.a -65
0		 -54
4
Ne
ash
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in
inv
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tiv
itie
di
nti
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tio
t c
est
us
ac
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sco
nu
op
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ns		 -20 -82 n.a
in
inv
ing
tiv
itie
Ne
ash
ed
t c
est
us
ac
s		 -51
0		 -3,
187		 -3,
187

1 Prior-year figures have been adjusted due to the exit from Fresenius Vamed.

306

| Annual Report 2024

Fresenius

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

FRESENIUS SE&CO. KGAA CONSOLIDATED STATEMENT OF CASH FLOWS

Jan
1 t
o D
mb
31,
€
in
mi
llio
uar
y
ece
er
ns		 Not
e		 202
4		 ed¹
202
3 re
stat		 202
3 p
revi
ous
Fin
cin
cti
vit
ies
an
g a
Fin
cin
cti
vit
ies
tin
uin
ion
rat
an
g a
con
g o
pe
s
--
Pro
ds
fro
hor
de
bt
t-te
cee
m s
rm		 26 52 414 43
3
Re
of
sh
de
bt
nts
ort
-te
pay
me
rm		 26 -49
6		 -61 -75
Pro
ds
fro
lon
m d
ebt
ter
cee
m
g-		 26 10 1,
31
6		 1,
33
6
of
Re
lo
m d
ebt
nts
ter
pay
me
ng-		 26 6
-54		 -1,
123		 -1,
040
Re
of
lea
liab
ilit
ies
nts
pay
me
se		 34 -18
1		 -18
6		 -23
2
Pro
ds
fro
he
iss
of
bon
ds
m t
cee
uan
ce		 27 240 790 790
Re
of
lia
bil
itie
s fr
bo
nds
nts
pay
me
om		 27 -70
0		 -45
0		 -45
0
Re
of
rtib
le b
ds
nts
pay
me
co
nve
on		 28 -50
0		 -- --
Div
ide
nds
cei
ved
fro
Fre
ius
M
ed
ica
l C
re
m
sen
are		 -- -- 106
Div
ide
nds
id
pa		 -- -55
1		 -55
0
Ch
e in
ing
in
oll
ntr
ter
est
et
ang
no
nco
s, n		 30 -13 -24 -24
Ne
ash
ed
in/
vid
ed
by
fin
cin
cti
vit
ies
tin
uin
ion
t c
rat
us
pro
an
g a
con
g o
pe
s
--		 -2,
134		 125 294
in
fin
cin
cti
vit
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ida
Ne
ash
ed
de
sol
ted
t c
us
an
g a
con
--
Fre
ius
M
ed
ica
l C
tio
de
r IF
RS
5
sen
are
op
era
ns
un		 n.a -1,
565		 -1,
67
1
in/
vid
fin
cin
cti
vit
ies
dis
tin
tio
Ne
ash
ed
ed
by
ued
t c
us
pro
an
g a
con
op
era
ns
--		 -49 63 n.a
Ne
ash
ed
in
fin
cin
cti
vit
ies
t c
us
an
g a		 -2,
183		 -1,
37
7		 -1,
37
7
uiv
Eff
of
cha
ch
ash
d c
ash
ale
ect
ate
nts
ex
ng
e r
an
ge
s o
n c
an
eq		 -2 -43 -43
e i
uiv
Ne
t d
ash
d c
ash
ale
nts
ecr
eas
n c
an
eq		 -24
8		 -15
1		 -15
1
Ca
sh
and
sh
iva
len
t th
e b
inn
ing
of
th
rtin
eri
od
ts a
ca
equ
eg
e r
epo
g p		 15 2,
562		 2,
749		 2,
749
uiv
f th
rtin
eri
les
ash
d c
ash
ale
the
d o
od
nts
at
s c
an
eq
en
e r
epo
g p
sho
de
r "a
ts h
eld
fo
le"
wn
un
sse
r sa		 32 36 36
Ca
uiv
of
rtin
eri
sh
d c
ash
ale
th
nd
the
od
nts
at
an
eq
e e
re
po
g p		 15 2,
282		 562
2,		 562
2,

1 Prior-year figures have been adjusted due to the exit from Fresenius Vamed.

ADDITIONAL INFORMATION ON PAYMENTS

THAT ARE INCLUDED IN NET CASH PROVIDED BY OPERATING ACTIVITIES – CONTINUING OPERATIONS

Jan
1 t
o D
mb
31,
€
in
mi
llio
uar
y
ece
er
ns		 Not
e		 202
4		 ed¹
202
3 re
stat		 202
3 p
revi
ous
Rec
eiv
ed
int
st
ere		 72 93 96
Pai
d i
nte
t
res		 -41
5		 -38
9		 -40
3
Inc
id
e ta
om
xes
pa		 -43
0		 -34
9		 -35
6

1 Prior-year figures have been adjusted due to the exit from Fresenius Vamed.

The following notes are an integral part of the consolidated financial statements.

Consolidated statement of cash flows Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

FRESENIUS SE&CO. KGAA CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Su
bsc
rib
ed
Ca
ital
p		 Res
erv
es
Not
e		 of
Num
ber
ord
inar
y sh
are
s
in t
hou
d
san		 Am
t
oun
€ in
tho
nds
usa		 Am
t
oun
€ in
mi
llion
s		 Cap
ital
rese
rve
€ in
mi
llion
s		 Oth
er
rese
rves
€ in
mi
llion
s
As
of
De
be
r 3
1,
202
2
cem		 563
237
,		 563
237
,		 563 4,
323		 15,
122
Div
ide
nds
id
pa		 31 8
-51
Tra
ctio
wit
h n
llin
int
ith
lo
of
l
tro
sts
out
tro
nsa
ns
on
con
g
ere
w
ss
con		 30 4
olli
int
in
lida
tio
No
du
han
ntr
sts
e t
nco
ng
ere
o c
ges
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p		 2,
30
Oth
cha
s in
uit
fro
inv
est
nts
er
nge
eq
m
me
y
d f
usi
uity
the
eth
od
nte
acc
ou
or
ng
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m		 22 -1 5
Put
tio
n l
iab
ilit
ies
op		 24,
35		 38
sifi
ion
of
lati
ins
f e
ity
inv
Rec
las
/lo
cat
est
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mu
ve
ga
sse
s o
qu
me
and
de
fin
ed
ben
efit
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lan
pe
on
p
s		 29,
35		 39
Co
ive
in
reh
e (
los
s)
mp
ens
com
Ne
t in
com
e		 -59
4
Oth
hen
siv
e in
e (
los
s)
er
com
pre
com
Ca
sh
flow
he
dg
es		 32,
35
Ch
f F
VO
CI
uity
in
tm
ent
ang
e o
eq
ves
s		 32,
35
eig
ati
For
nsl
tra
n c
urr
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y
on		 32,
35
Ac
ria
l ga
ins
/lo
n d
efi
ned
be
nef
it p
ion
lan
tua
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ens
p
s		 29,
32
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bt
ins
tru
nts
me		 32,
35
Eq
uity
eth
od
inv
sha
of
hen
siv
e in
est
m
ees
re
com
pre
com
e
--		 22,
32
Co
reh
ive
in
e (
los
s)
mp
ens
com		 -59
4
As
of
De
be
r 3
202
3
1,
cem		 563
237
,		 563
237
,		 563 32
6
4,		 092
14,
Div
ide
nds
id
pa		 31 --
ctio
wit
llin
int
ith
of
Tra
h n
lo
l
tro
sts
out
tro
nsa
ns
on
con
g
ere
w
ss
con		 30 -28
5
No
olli
int
du
han
in
lida
tio
ntr
sts
e t
nco
ng
ere
o c
ges
co
nso
n g
rou
p		 2,
30
Oth
cha
s in
uit
fro
inv
est
nts
er
nge
eq
y
m
me
d f
usi
the
uity
eth
od
nte
acc
ou
or
ng
eq
m		 22 -11 -62
Put
tio
n l
iab
ilit
ies
op		 24,
35		 -18
3
Rec
las
sifi
ion
of
lati
ins
/lo
f e
ity
inv
cat
est
nts
cu
mu
ve
ga
sse
s o
qu
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and
de
fin
ed
ben
efit
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lan
pe
on
p
s		 29,
35		 5
Co
reh
ive
in
e (
los
s)
mp
ens
com
Ne
t in
com
e		 47
1
Oth
hen
siv
e in
e (
los
s)
er
com
pre
com
Ca
sh
flow
he
dg
es		 32,
35
Ch
f F
VO
CI
uity
in
tm
ent
ang
e o
eq
ves
s		 32,
35
For
eig
nsl
ati
tra
n c
urr
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on
y		 32,
35
Ac
ria
l ga
ins
de
fin
ed
ben
efit
nsi
lan
tua
on
pe
on
p
s		 29,
32
Eq
uity
eth
od
inv
sha
of
hen
siv
e in
est
m
ees
re
com
pre
com
e
--		 22,
32
Co
reh
ive
in
e (
los
s)
mp
ens
com		 47
1
of
As
De
be
r 3
1,
202
4
cem		 563
237
,		 563
237
,		 563 4,
315		 14,
038

Consolidated statement of cash flows Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

FRESENIUS SE&CO. KGAA CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Ac
ula
ted
her
reh
ive
in
e (
los
s)
ot
cum
co
mp
ens
com
For
eig
n cu
rren
cy
slat
ion
tran
€ in
mi
llion
s		 Cas
h flo
w
hed
ges
€ in
mi
llion
s		 Pen
sion
s
€ in
mi
llion
s		 Equ
ity
inve
stm
ents
and
de
bt
inst
ents
rum
€ in
mi
llion
s		 Equ
ity m
eth
od
inve
stee
s --
sha
f co
re o
mp
re
hen
sive
inc
om
e
€ in
mi
llion
s		 Tot
al F
nius
rese
SE&
Co.
KG
aA
sha
reh
olde
rs'
ity
equ
€ in
mi
llion
s		 Non
trol
ling
con
inte
rest
s
€ in
mi
llion
s		 Tot
al
sha
reh
olde
rs'
ity
equ
€ in
mi
llion
s
of
As
De
be
r 3
1,
202
2
cem		 613 -56 -10
9		 -41 -- 20,
415		 11,
803		 32
21
8
,
Div
ide
nds
id
pa		 -51
8		 -50
3		 -1,
02
1
Tra
ctio
wit
h n
llin
int
ith
lo
of
l
tro
sts
out
tro
nsa
ns
on
con
g
ere
w
ss
con		 4 1 5
No
olli
int
du
han
in
lida
tio
ntr
sts
e t
nco
ng
ere
o c
ges
co
nso
n g
rou
p		 -- -9,
750		 -9,
750
Oth
cha
s in
uity
fro
inv
d f
usi
the
uity
eth
od
est
nts
nte
er
nge
eq
m
me
ac
cou
or
ng
eq
m		 4 0 4
tio
iab
ilit
ies
Put
n l
op		 38 16 54
Rec
las
sifi
ion
of
lati
ins
/lo
f e
ity
inv
cat
est
nts
cu
mu
ve
ga
sse
s o
qu
me
fin
efit
nsi
and
de
ed
ben
lan
pe
on
p
s		 -42 3 -- -- --
Co
reh
ive
in
e (
los
s)
mp
ens
com
t in
Ne
com
e		 -59
4		 -1,
106		 -1,
700
Oth
hen
siv
e in
e (
los
s)
er
com
pre
com
Ca
sh
flow
he
dg
es		 -9 -9 1 -8
Ch
f F
VO
CI
uity
in
tm
ent
ang
e o
eq
ves
s		 1 1 3 4
For
eig
nsl
ati
tra
n c
urr
enc
y
on		 -30
0		 0 0 0 -30
0		 69 -23
1
ria
ins
efi
nef
it p
ion
Ac
l ga
/lo
n d
ned
be
lan
tua
sse
s o
ens
p
s		 -5 -5 104 99
De
bt
ins
tru
nts
me		 6 6 14 20
Eq
uity
eth
od
inv
sha
of
hen
siv
e in
est
m
ees
re
com
pre
com
e
--		 -43 -43 -- -43
Co
reh
ive
in
e (
los
s)
mp
ens
com		 -30
0		 -9 -5 7 -43 -94
4		 -91
5		 859
-1,
As
of
De
be
r 3
1,
202
3
cem		 313 -65 -15
6		 -31 -43 18,
999		 652 19,
65
1
Div
ide
nds
id
pa		 -- -6 -6
Tra
ctio
wit
h n
llin
int
ith
lo
of
l
tro
sts
out
tro
nsa
ns
on
con
g
ere
ss
con
w		 -28
5		 287 2
olli
int
in
lida
tio
No
du
han
ntr
sts
e t
nco
ng
ere
o c
ges
co
nso
n g
rou
p		 -- -47 -47
Oth
cha
s in
uity
fro
inv
d f
usi
the
uity
eth
od
est
nts
nte
er
nge
eq
m
me
ac
cou
or
ng
eq
m		 -73 -- -73
Put
tio
n l
iab
ilit
ies
op		 -18
3		 18 -16
5
Rec
las
sifi
ion
of
lati
ins
/lo
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ity
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est
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ve
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me
and
de
fin
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ben
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lan
pe
on
p
s		 -5 -- -- --
Co
reh
ive
in
e (
los
s)
mp
ens
com
Ne
t in
com
e		 47
1		 -17
5		 296
Oth
siv
e in
hen
e (
los
s)
er
com
pre
com
Ca
sh
flow
he
dg
es		 10 10 -- 10
Ch
f F
VO
CI
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in
tm
ent
ang
e o
eq
ves
s		 -2 -2 -- -2
For
eig
nsl
ati
tra
n c
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enc
on
y		 423 -1 -1 -- 42
1		 19 44
0
Ac
ria
l ga
ins
de
fin
ed
ben
efit
nsi
lan
tua
on
pe
on
p
s		 11 11 -- 11
Eq
uity
eth
od
inv
sha
of
hen
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e in
est
m
ees
re
com
pre
com
e
--		 173 173 -- 173
Co
reh
ive
in
e (
los
s)
mp
ens
com		 42
3		 9 10 -2 173 1,
084		 -15
6		 928
of
As
De
be
r 3
1,
202
4
cem		 736 -56 -15
1		 -33 130 19,
542		 748 20,
29
0

The following notes are an integral part of the consolidated financial statements.

Consolidated statement of cash flows | Consolidated statement of changes in equity Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

FRESENIUS SE&CO. KGAA CONSOLIDATED SEGMENT REPORTING

All figures are reported excluding the discontinued operations of Fresenius Vamed, except for net income.

BY BUSINESS SEGMENT

Fre
ius
Ka
bi
sen		 Fre
ius
He
lios
sen		 Co
e/O
the
rat
rpo
r		 Fre
ius
Gr
sen
ou
p
€ i
illio
n m
ns		 4 1
202		 3 1
202		 Gro
wth		 4 1
202		 3 1
202		 Gro
wth		 4 2
202		 3 2
202		 Gro
wth		 202
4		 202
3		 Gro
wth
Rev
en
ue		 8,
414		 8,
009		 5% 12,
739		 952
11,		 7% 680 106
1,		 -39
%		 21,
833		 21,
067		 4%
the
f co
ibu
tio
ntr
reo
n
sol
ida
ted
to
con
re
ven
ue		 8,
362		 96
7,
1		 5% 12,
730		 928
11,		 7% 74
1		 178
1,		 -37
%		 21,
833		 21,
067		 4%
the
f in
ter
reo
com
pan
y r
eve
nue		 52 48 8% 9 24 -63
%		 -61 -72 15
%		 -- --
trib
uti
ida
sol
ted
to
con
on
con
re
ven
ue		 38
%		 38
%		 58
%		 57
%		 4% 5% 100
%		 100
%
EB
ITD
A		 1,
875		 1,
634		 15
%		 1,
805		 1,
695		 6% -69
4		 -59
0		 -18
%		 2,
986		 2,
739		 9%
De
cia
tio
nd
iza
tio
ort
pre
n a
am
n		 55
6		 48
9		 14
%		 51
7		 505 2% 131 562 -77
%		 1,
204		 1,
55
6		 -23
%
EB
IT		 1,
31
9		 1,
145		 15
%		 1,
288		 1,
190		 8% -82
5		 -1,
152		 28
%		 1,
782		 1,
183		 51
%
Ne
t in
ter
est		 -13
0		 -12
8		 -2% -27
0		 -23
5		 -15
%		 -32 -35 9% -43
2		 -39
8		 -9%
Inc
e ta
om
xes		 -28
4		 -21
5		 -32
%		 6
-23		 -24
3		 3% -1 -27 96
%		 -52
1		 -48
5		 -7%
No
olli
int
ntr
sts
nco
ng
ere		 -52 -54 4% -10 -7 -43
%		 96 171 -44
%		 34 110 -69
%
e f
niu
ica
l C
Inc
Fr
s M
ed
om
rom
ese
are		 n.a n.a n.a n.a 38 -95
9		 104
%		 38 -95
9		 104
%
Ne
t in
e f
di
nti
d F
ius
Va
d o
ati
com
rom
sco
nue
res
en
me
per
ons		 n.a n.a n.a n.a -43
0		 -45 -- -43
0		 -45 --
Ne
t in
ttri
but
ab
le t
har
eho
lde
com
e a
o s
rs
of
Fre
ius
SE
&C
KG
aA
sen
o.		 853 748 14
%		 772 705 10
%		 -1,
154		 -2,
047		 44
%		 47
1		 -59
4		 179
%
Op
tin
ash
flo
era
g c
w		 178
1,		 015
1,		 16
%		 1,
575		 244
1,		 27
%		 -30
6		 -12
8		 -13
9%		 2,
44
7		 2,
131		 %
15
Ca
sh
flow
be
for
isit
ion
nd
div
ide
nds
e a
cqu
s a		 798 572 40
%		 1,
06
1		 69
1		 54
%		 -23
6		 -13
3		 -77
%		 1,
623		 1,
130		 44
%

1 Before special items

2 After special items

Consolidated statement of cash flows | Consolidated statement of changes in equity Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

FRESENIUS SE&CO. KGAA CONSOLIDATED SEGMENT REPORTING

All figures are reported excluding the discontinued operations of Fresenius Vamed, except for net income.

BY BUSINESS SEGMENT

ius
bi
Fre
Ka
sen		 ius
lios
Fre
He
sen		 Co
e/O
the
rat
rpo
r		 ius
Gr
Fre
sen
ou
p
€ i
illio
n m
ns		 4 1
202		 3 1
202		 Gro
wth		 4 1
202		 3 1
202		 Gro
wth		 4 2
202		 3 2
202		 Gro
wth		 202
4		 202
3		 Gro
wth
As
xcl
. F
eni
Me
dic
al C
set
s e
res
us
are		 16,
594		 16,
007		 4% 22,
192		 23,
068		 -4% 1,
125		 2,
709		 -58
%		 39,
91
1		 41
784
,		 -4%
ius
ica
l C
in
Fre
M
ed
tm
ent
sen
are
ves
d f
usi
the
uity
eth
od
nte
acc
ou
or
ng
eq
m		 n.a n.a n.a n.a 3,
639		 3,
50
0		 4% 3,
639		 3,
50
0		 4%
De
bt		 56
3,
8		 684
3,		 -3% 269
7,		 8,
214		 -12
%		 2,
740		 3,
932		 -30
%		 13,
57
7		 15,
830		 -14
%
Oth
tin
liab
ilit
ies
er
op
era
g		 4,
004		 3,
71
1		 8% 3,
573		 4,
07
1		 -12
%		 1,
47
9		 1,
49
0		 -1% 9,
056		 9,
272		 -2%
Ca
ital
dit
p
ex
pen
ure
, g
ros
s		 395 45
1		 -12
%		 51
7		 573 -10
%		 48 112 -57
%		 960 1,
136		 -15
%
Ac
isit
ion
/in
tm
ent
qu
s, g
ros
s
ves
s		 50 207 -76
%		 7 0 18 3 -- 75 210 -64
%
Res
ch
and
de
vel
nt
ear
op
me
exp
ens
es		 63
1		 604 4% 3 3 0% 7 54 -87
%		 64
1		 66
1		 -3%
Em
loy
(p
ita
p
ees
er
cap
bal
hee
t d
)
ate
on
anc
e s		 6
41
58
,		 269
43
,		 -4% 128
55
8
,		 129
43
9
,		 -1% 6,
342		 21,
157		 -70
%		 176
6
48
,		 865
193
,		 -9%
fig
Key
ure
s
EB
ITD
A m
in
arg		 22
.3%		 20
.4%		 14.
2%		 14.
2%		 1
16.
8%		 1
16.
3%
EB
IT
in
ma
rg		 15.
7%		 14.
3%		 10.
1%		 10.
0%		 1
11.
6%		 1
11.
2%
De
cia
tio
nd
iza
tio
ort
pre
n a
am
n
in
%
of
rev
en
ue		 6.6
%		 6.1
%		 4.1
%		 4.2
%		 1
5.2
%		 1
5.2
%
Op
tin
ash
flo
w i
n %
of
era
g c
re
ven
ue		 0%
14.		 12.
7%		 12.
4%		 10.
4%		 1
4%
11.		 1
10.
5%
RO
IC		 8.0
%		 7.3
%		 5.8
%		 5.4
%		 3
6.2
%		 3
5.2
%

1 Before special items

2 After special items

3 The underlying pro forma EBIT does not include special items.

The consolidated segment reporting by business segment is an integral part of the notes.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

TABLE OF CONTENTS NOTES

336 Notes on the consolidated statement of income 353 23. Provisions 393 40. Related party transactions

-

313 General notes 343 Notes on the consolidated statement of financial position 366 Other notes

| Annual Report 2024

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

GENERAL NOTES

1. PRINCIPLES

Fresenius is a global healthcare group. As a therapy-focused healthcare company, Fresenius offers system-critical products and services for leading therapies for the treatment of critically and chronically ill patients. Besides the activities of the parent company Fresenius SE&Co. KGaA, Bad Homburg v. d. H., Germany, the activities are organized amongst the following legally independent business segments in fiscal year 2024:

  • ► Fresenius Kabi
  • ► Fresenius Helios

Starting with the second quarter of 2024, Fresenius Vamed has no longer been reported as segment of Fresenius due to the structured exit. Since May 2024, essential parts of the business segment Fresenius Vamed have been accounted for as discontinued operations and since October 1, 2024, the 30% stake in the rehabilitation business has been accounted for using the equity method in accordance with IAS 28.

Fresenius Kabi specializes in products for the therapy and care of critically and chronically ill patients. The portfolio includes biopharmaceuticals, clinical nutrition, MedTech products, intravenously administered generic drugs (generic IV drugs), and IV fluids.

Fresenius Helios is Europe's leading private hospital operator. The company includes Helios Germany and Helios Spain. At the end of 2024, Helios Germany operated more than 80 hospitals, around 220 medical care centers, 27 occupational health centers and 6 prevention centers. Helios Spain operated 50 hospitals, around 130 outpatient health centers, and more than 300 facilities for occupational health management at the end of 2024. In addition, the company is active in Latin America with 7 hospitals and as a provider of medical diagnostics.

Fresenius SE&Co. KGaA continued to hold 100% of the management companies of the business segments Fresenius Kabi (Fresenius Kabi AG) and Fresenius Helios (held through Fresenius ProServe GmbH) on December 31, 2024. Through Fresenius ProServe GmbH, Fresenius SE& Co. KGaA holds 100% in Helios Kliniken GmbH and Helios Healthcare Spain S.L. (Quirónsalud). Fresenius ProServe GmbH increased its previous 77% stake in VAMED

Aktiengesellschaft to 100% as part of the exit from the Fresenius Vamed business segment. Through Fresenius ProServe GmbH, Fresenius SE&Co. KGaA owned 30% of the subscribed capital of Aceso Topco 1 S.à r.l. which in turn is the holding company of the associated rehabilitation clinics. The 100% stakes in Helios Fertility Spain S.L.U. and Helios Healthcare USA, Inc. (Eugin group) were sold on January 31, 2024. In addition, Fresenius SE&Co. KGaA consolidates companies with corporate holding functions regarding real estate, financing and insurance, as well as Fresenius Digital Technology GmbH which provides intercompany services in the field of information technology.

Furthermore, at the end of fiscal year 2024, Fresenius SE&Co. KGaA owned 32% of the subscribed capital of the associated company Fresenius Medical Care AG which offers services and products for patients with chronic kidney failure.

The reporting currency and functional currency of the Fresenius Group is the euro. In order to improve the clarity of presentation, amounts are generally presented in million euros. Amounts less than €1 million, after rounding, are marked with ''0''.

Notes | Responsibility statement | Auditor's report

In May 2024, the Fresenius Group initiated the structured exit from its investment company Fresenius Vamed. Based on an overall plan, the exit takes place in the following major steps:

  • ► the sale of a 70% majority stake in Vamed's rehabilitation business to PAI Partners. The transaction was largely closed on September 30, 2024.
  • ► the sale of Vamed's activities in Austria to an Austrian consortium of construction companies Porr and Strabag. The transaction is expected to be completed in the first half of 2025.
  • ► The Health Tech Engineering (HTE) business unit, which is responsible for the international project business and accounts for approximately 15% of Vamed's revenue, will gradually be scaled back in an orderly manner. The process should largely be completed by 2026. Current project contracts will be fulfilled. Until then, the business will be reported as a special item separate from Fresenius' core business. For further information on current developments, please see note 41, Subsequent events.

The Vamed High-End Services (HES) business unit, which provides services for Fresenius Helios and other hospitals, was transferred to Fresenius.

Since May 2024, in accordance with IFRS 5, the Vamed activities in Austria have been reported as a separate item (discontinued operations) in the consolidated statement of income and the consolidated statement of cash flows as well as in the consolidated statement of financial position (assets held for sale). The rehabilitation business is also reported as a separate item in the consolidated statement of income, the consolidated statement of financial position and the consolidated statement of cash flows in accordance with IFRS 5 for the period from May 2024 until its disposal in October 2024. Since October 1, 2024, the investment has been accounted for using the equity method in accordance with IAS 28.

The relevant IFRS require valuation at fair value, which is derived from the purchase prices, if the fair value is below the carrying amount of the net assets. In the consolidated financial statements of the Fresenius Group, mainly noncash special items of €605 million were recognized due to the Vamed exit, of which €464 million were attributable to the shareholders of Fresenius SE&Co. KGaA and €141 million to the noncontrolling interests of the Fresenius Group. This includes a deconsolidation gain of €3 million as part of the sale of the rehabilitation business as at September 30, 2024, which mainly resulted from the reclassification of currency translation differences from other comprehensive income to consolidated net income and other consolidation effects. The special items are reported as part of net income from discontinued operations.

Due to the application of IFRS 5, the prior year figures have been adjusted in the consolidated statement of income and the consolidated statement of cash flows.

Spread over several years, the exit from the project business is expected to result in special items in the high threedigit million euro range which will mainly be cash effective. The special items will be recognized in the consolidated statement of financial position if and to the extent that the respective recognition criteria are met.

As a result of the exit from the project business, Fresenius Vamed remeasured the business activities to be wound down and recognized special items of €473 million in fiscal year 2024.

In fiscal year 2023, Fresenius comprehensively analyzed Fresenius Vamed and initiated an extensive transformation of the company's organization. As part of this transformation, Fresenius Vamed remeasured the affected business activities in fiscal year 2023 and recognized special items of €554 million.

The special items recognized in fiscal years 2024 and 2023 are attributable in particular to impairments of contract assets, receivables and inventories as well as of loans and investments and to restructuring expenses as well as the recognition of corresponding provisions. These special items are largely non-cash items.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

Fresenius SE&Co. KGaA, as a stock exchange listed company with a domicile in a member state of the European Union (EU), fulfills its obligation to prepare and publish the consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU and applying Section 315e of the German Commercial Code (HGB). The consolidated financial statements of Fresenius SE&Co. KGaA at December 31, 2024 have been prepared and are published in accordance with the Standards and interpretations in effect on the reporting date, and endorsed in the EU, as issued by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee (IFRS IC).

In order to improve the clarity of presentation, various items are aggregated in the consolidated statement of financial position and in the consolidated statement of income. These items are shown separately in the notes to provide useful information to the readers of the consolidated financial statements.

Moreover, the notes include information required by HGB according to Section 315e (1) HGB. The consolidated financial statements include a Group management report according to Section 315e HGB in conjunction with Section 315 HGB.

The consolidated statement of financial position contains all information required to be disclosed by International Accounting Standard (IAS) 1, Presentation of Financial Statements, and is classified on the basis of the liquidity of assets and liabilities. The consolidated statement of income is classified using the cost-of-sales accounting format.

The general partner of Fresenius SE&Co. KGaA is Fresenius Management SE. Fresenius Management SE prepares its own consolidated financial statements. The Else Kröner-Fresenius-Stiftung is the sole shareholder of Fresenius Management SE. The shareholder representatives elect in the Annual General Meeting of Fresenius Management SE its Supervisory Board.

At February 25, 2025, the Management Board of Fresenius Management SE authorized the consolidated financial statements for issue and passed it to the Supervisory Board of Fresenius SE&Co. KGaA. The Supervisory Board has to review and approve the consolidated financial statements.

The consolidated financial statements have been prepared using uniform accounting methods.

Acquisitions of companies are accounted for applying the purchase method. Capital consolidation is performed at the date of acquisition. Initially, all identifiable assets and liabilities of subsidiaries as well as the noncontrolling interests are recognized at their fair values. The costs and acquired noncontrolling interests are then compared and offset against the fair value of the assets acquired and liabilities assumed. Any remaining balance is recognized as goodwill and is tested at least once a year for impairment.

All intercompany revenues, expenses, income, receivables and payables as well as other intercompany financial obligations and contingent liabilities are eliminated. Profits and losses on items of property, plant and equipment and inventory acquired from other Group entities are also eliminated. Deferred tax assets and liabilities are recognized on temporary differences resulting from consolidation procedures.

Noncontrolling interests are the portion of equity of Group entities not attributable, directly or indirectly, to Fresenius SE&Co. KGaA and are recognized at fair value at the date of first consolidation using the full goodwill method. Profits and losses attributable to the noncontrolling interests are separately disclosed in the consolidated statement of income.

The Fresenius Group writes put options on certain noncontrolling interests. Some of the put options relate to mAbxience where put options were granted to noncontrolling shareholders. When the put options are exercised they provide for settlement in cash. The Fresenius Group records the put options in the item ''Other financial liabilities'' at present value of the exercise price of the option at the date of the consolidated financial statements. The Fresenius Group, in line with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, paragraph10, applies the present access method. According to the present access method, noncontrolling interests are recorded

Notes | Responsibility statement | Auditor's report

in equity when the risks and rewards of ownership reside with the noncontrolling interests holders. The initial recognition of the put option liability, as well as valuation differences, are recorded in equity with no impact to the consolidated statement of income.

Besides Fresenius SE&Co. KGaA, the consolidated financial statements include all material subsidiaries according to IFRS 10, which Fresenius SE&Co. KGaA can control. Fresenius SE&Co. KGaA controls an entity if it has power over the entity. That is, Fresenius SE&Co. KGaA has existing rights that give Fresenius SE&Co. KGaA the current ability to direct the relevant activities, which are the activities that significantly affect the entity's return. In addition, Fresenius SE&Co. KGaA is exposed to, or has rights to, variable returns from the involvement with the entity and Fresenius SE&Co. KGaA has the ability to use its power over the entity to affect the amount of Fresenius SE&Co. KGaA's return.

Associated companies are accounted for using the equity method.

Generally, entities in which Fresenius SE&Co. KGaA, directly or indirectly, holds more than 20% and less than 50% of the voting rights and can exercise a significant influence over their financial and operating policies are considered associates.

As a result of the conversion of the investment company Fresenius Medical Care AG&Co. KGaA into a German stock corporation (Aktiengesellschaft -- AG) on November 30, 2023, the business segment Fresenius Medical Care has been deconsolidated and subsequently accounted for at equity in accordance with IAS 28. Since October 1, 2024, the stake in the rehabilitation business of Fresenius Vamed has also been accounted for using the equity method in accordance with IAS 28. The income from investments accounted for using the equity method is reported as a separate line in the consolidated statement of income below operating income (EBIT).

All other associated companies are immaterial for the Fresenius Group. The results of these companies are recognized as other operating income or other operating expenses.

Investments that are not classified as associated companies are recorded at fair value.

Joint arrangements in which two or more parties share control are either joint ventures or joint operations. Joint ventures are accounted for using the equity method. Joint operations are accounted for by recognizing the relevant

share of assets and liabilities, as well as revenue and expense. Fresenius Helios is party to a joint operation structured as an independent entity without legal personality. The joint operation provides hospital healthcare services. While Fresenius Helios ensures hospital operations, the other joint operator mainly provides the building and available infrastructure.

The consolidated financial statements of 2024 included, in addition to Fresenius SE &Co. KGaA, 458 (2023: 585) consolidated companies. 29 (2023: 33) companies were accounted for using the equity method. 76 companies that were fully consolidated in 2023 belong to the rehabilitation business of Fresenius Vamed and are no longer consolidated due to sale. In 2024, there were no further material changes in the scope of consolidated entities, except for those mentioned in note 2, Acquisitions and divestitures.

The complete list of the investments of Fresenius SE& Co. KGaA, registered office in 61352 Bad Homburg v. d. H., Else-Kröner-Straße 1, Germany, registered in the Commercial Register of the local court in Bad Homburg v. d. H. under B11852, will be submitted to the Federal Gazette and the companies register as well as published on the website of Fresenius SE&Co. KGaA (www.fresenius.com/financialreports-and-presentations).

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

For fiscal year 2024, the following consolidated German subsidiaries of the Fresenius Group will apply the exemption provided in Sections 264 (3) and 264b, respectively, of the German Commercial Code (HGB):

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Notes | Responsibility statement | Auditor's report

The prior year figures have been adjusted in the consolidated statement of income, the consolidated statement of cash flows and in the corresponding notes due to the application of IFRS 5 for the discontinued operations of Fresenius Vamed.

In the consolidated statement of financial position, the following adjustments were made to the disclosure to enhance transparency:

  • ► Financial assets and liabilities are now reported separately.
  • ► The item ''Other current assets'' is divided into ''Other financial assets", ''Other assets'' and ''Income tax receivables'' and the item ''Other non-current assets'' is divided into ''Other financial assets" and ''Other assets''.
  • ► ''Short-term provisions and other short-term liabilities'' as well as ''Long-term provisions and other long-term liabilities'' are divided into ''Other financial liabilities'', ''Other liabilities'' and ''Provisions''.
  • ► The items ''Short-term debt'' and ''Current portion of long-term debt'' are combined and renamed in ''Debt.''

The prior year figures have been adjusted to conform with the disclosure in the current year.

Due to inflation in Argentina, Fresenius Group's subsidiaries operating in Argentina apply IAS 29, Financial Reporting in Hyperinflationary Economies. For fiscal year 2024, the application of IAS 29 resulted in an effect on net income from continuing operations attributable to shareholders of Fresenius SE&Co. KGaA of -€25 million (2023: -€26 million) included in other operating expenses. The ongoing re-translation effects of hyperinflationary accounting and their impact on comparative amounts are recorded in other comprehensive income (loss) within the consolidated financial statements.

Revenue is recognized in accordance with IFRS 15, Revenue from Contracts with Customers.

Revenue from services and products is billed according to the usual contract arrangements with customers, patients and related third parties. For services performed for patients, the transaction price is estimated based on either Fresenius Group's standard rates, rates determined under reimbursement arrangements or by government regulations. These arrangements are generally with third party payors, such as German health insurance funds or commercial insurers. Amounts billed are recorded net of contractually agreed upon discounts or rebates to reflect the estimated amounts to be received from these payors. Estimates are determined on the basis of historical experience.

If the collection of the billed amount or a portion of the billed amount for services performed for patients is considered to be uncertain, the Fresenius Group concludes that

the consideration is variable (implicit price concession) and recognizes the difference between the invoiced amounts and the amounts that are considered recoverable as reduction from revenue. Implicit price concessions are generally deductible amounts from patients with healthcare insurance coverage.

Revenue from services is recognized on the date the service is performed. At this point of time, the payor is obliged to pay for the services performed.

Revenue from product sales is recognized when the customer obtains control of the product, either after possession is transferred or upon installation and provision of the necessary technical instructions or at another point in time that better defines transfer of control.

The project business of Fresenius Vamed has performance obligations from the still existing long-term production contracts that are satisfied over time. Revenue is recognized according to progress towards completion. This progress towards completion of the performance obligation is measured based on the costs incurred in relation to expected total costs of fulfilling the contract, contractually defined milestones or performance completed to date whichever better reflects the progress towards completion of the performance obligation.

IFRS 15 does not apply to lease contracts. Revenue from leasing components is determined according to IFRS 16. Revenue is reported net of sales tax.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The Fresenius Group primarily receives governmental funding for hospitals in Germany to finance buildings and medical equipment. Public sector grants are not recognized until there is reasonable assurance that the respective conditions are met and the grants will be received. Initially, the grant related to assets is recorded as a liability and as soon as the asset is acquired, the grant is offset against the acquisition costs. Grants related to income are recognized in the period in which the related expenses are recorded. Depending on the nature of the respective type of grant, they are reported either under other operating income or as a reduction of the reimbursed expenses. For information regarding government compensation payments and reimbursements, please see note 13, Government grants.

Research is the independent and planned investigation undertaken with the prospect of gaining new scientific or technical knowledge and understanding. Development is the technical and commercial implementation of research results and occurs before the start of the commercial production or use. The research and development phase of pharmaceutical products normally ends with the regulatory approval by the relevant authorities on the market of the

particular country. Generally, a new pharmaceutical product is primarily approved in an established market, such as Europe, the United States, China and Japan.

Research expenses are expensed as incurred. Development expenses that meet all the criteria for the recognition of an intangible asset are capitalized (see note 1. III. n., Intangible assets with finite useful lives).

The Fresenius Group reviews the carrying amounts of its property, plant and equipment, intangible assets and rightof-use assets as well as other non-current assets for impairment whenever events or changes in circumstances indicate that the carrying amount is higher than the asset's recoverable amount. The recoverable amount is the higher of the fair value less costs to sell and its value in use. The fair value less cost of disposal of an asset is estimated as its net realizable value. The value in use is the present value of future cash flows expected to be derived from the relevant asset. If it is not possible to estimate the future cash flows from the individual assets, impairment is generally tested on the basis of corresponding cash generating units.

Impairment losses, except impairment losses recognized on goodwill, are reversed if there are indications that the reasons for impairment no longer exist or there has been a change in the estimates used to determine the asset's recoverable amount. This reversal shall not exceed the carrying amount that would have been determined had no impairment loss been recognized before.

The Fresenius Group includes capitalized interest as part of the cost of the asset if it is directly attributable to the acquisition, construction or manufacture of qualifying assets. No interest was recognized for fiscal year 2024. In fiscal year 2023, interest of €35 thousand, based on an average interest rate of 2.10%, was recognized as a component of the cost of assets.

Current taxes are calculated based on the earnings of the fiscal year and in accordance with local tax rules of the respective tax jurisdictions. Expected and executed additional tax payments and tax refunds for prior years are also taken into account.

Deferred tax assets and liabilities are recognized for the future consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Furthermore, deferred taxes are recognized on certain consolidation adjustments which affect net income attributable to

Notes | Responsibility statement | Auditor's report

shareholders of Fresenius SE&Co. KGaA. Deferred tax assets also include claims for tax reductions which arise from the probable expected use of existing tax losses carryforwards. The recognition of deferred tax assets from net operating losses and their utilization is based on the budget planning of the Fresenius Group and implemented tax strategies.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantially enacted by the end of the reporting period.

A change in tax rate for the calculation of deferred tax assets and liabilities is recognized in the period the new laws are enacted or substantively enacted. The effects of the adjustment are generally recognized in the income statement. The effects of the adjustment are recognized in equity, if the temporary differences are related to items directly recognized in equity.

The realizability of the carrying amount of a deferred tax asset is reviewed at each date of the statement of financial position. In assessing the realizability of deferred tax assets, the Management considers to which extent it is probable that the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in

which those temporary differences and tax loss carryforwards become deductible. The Management considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. Deferred tax liabilities on taxable temporary differences arising from investments in subsidiaries, branches and associates and interests in joint arrangements are not recognized if the Fresenius Group can determine the timing of the reversal and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognized to the extent it is probable that sufficient taxable income will be available for the utilization of parts or of the entire deferred tax asset.

The Fresenius Group recognizes assets and liabilities for uncertain tax treatments to the extent it is probable the tax will be recovered or that the tax will be payable, respectively. In North America and Germany, interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore are accounted for under IAS 37. All other jurisdictions account for interest and penalties related to income taxes in accordance with local tax rules of the respective tax jurisdiction either under IAS 37 or as income tax expense under IAS 12.

The Fresenius Group is subject to ongoing and future tax audits in various countries. Different interpretations of tax laws, particularly due to the Fresenius Group's international activities, may lead to potential additional tax

payments or tax refunds for prior years. To consider income tax liabilities or income tax receivables, Management's estimates are based on experiences with previous tax audits and local tax rules of the respective tax jurisdiction and the interpretation of such. Differences between actual results and Management's estimates or future changes in these estimates may have an impact on future tax payments or tax refunds. Estimates are revised in the period in which there is sufficient evidence to revise the assumptions.

Basic earnings per share are computed by dividing net income attributable to shareholders of Fresenius SE&Co. KGaA by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share include the effect of all potentially dilutive instruments on ordinary shares that would have been outstanding during the fiscal year. The equity-settled awards granted under Fresenius' stock option plans can result in a dilutive effect.

Inventories are comprised of all assets which are held for sale in the ordinary course of business (finished goods), in the process of production for such sale (work in process) or consumed in the production process or in the rendering of services (raw materials and purchased components).

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

Inventories are measured at the lower of acquisition and manufacturing cost (determined by using the average or first-in, first-out method) or net realizable value. Manufacturing costs are comprised of direct costs, production and material overhead, including depreciation charges.

Property, plant and equipment are stated at acquisition and manufacturing cost less accumulated depreciation. Repairs and maintenance costs are recognized in profit and loss as incurred. The costs for the replacement of components or the general overhaul of property, plant and equipment are recognized, if it is probable that future economic benefits will flow to the Fresenius Group and these costs can be measured reliably. Depreciation on property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets ranging from 3 to 50 years for buildings and improvements (with a weighted average life of 20 years) and 2 to 15 years for machinery and equipment (with a weighted average life of 13 years).

Intangible assets with finite useful lives, such as patents, product and distribution rights, customer relationships, technology as well as licenses to manufacture, distribute and sell pharmaceutical drugs are recognized and reported apart from goodwill and are amortized using the straight-line

method over their respective useful lives to their residual values and reviewed for impairment (see note 1. III. h, Impairment). The useful lives of patents, product and distribution rights range from 5 to 20 years, the average useful life is 13 years. The useful lives of customer relationships vary from 10 to 30 years, the average useful life is 18 years. Technology is amortized over a finite useful life of 15 years. Licenses to manufacture, distribute and sell pharmaceutical drugs are amortized over the contractual license period. All other intangible assets are amortized over their individual estimated useful lives between 3 and 15 years.

Losses in value are recorded as an impairment and are reversed if there are indications that the reasons for impairment no longer exist and there has been a change in the estimates used to determine the asset's recoverable amount. This reversal shall not exceed the carrying amount that would have been determined had no impairment loss been recognized before.

Development costs are capitalized as manufacturing costs when the recognition criteria are met.

Fresenius Kabi capitalizes development costs as soon as the registration of a new product is very likely. This mainly applies if a product is already approved on an established market. Costs are amortized on a straight-line basis over the expected useful lives. In 2024 and 2023, impairments were recorded (see note 7, Research and development expenses).

The Fresenius Group identified intangible assets with indefinite useful lives because, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which those assets are expected to generate net cash inflows for the Group.

Generally, adjustments made to the fair value of identifiable assets and liabilities subsequent to the final purchase price allocation are recognized immediately in the consolidated statement of income.

Goodwill and intangible assets with indefinite useful lives are not amortized but tested for impairment annually or when an event becomes known that could trigger an impairment (impairment test).

To perform the annual impairment test of goodwill, the Fresenius Group identified several groups of cash generating units (hereinafter referred to as CGU or CGUs) and determined the carrying amount of each CGU by assigning the assets and liabilities, including corporate assets, the existing goodwill and intangible assets, to those CGUs. A CGU is usually defined one level below the segment level based on regions or the nature of the business activity.

Four CGUs were identified in the segment Fresenius Kabi (Biopharma, MedTech, Nutrition and Pharma (IV Drugs& Fluids)). According to the organizational structure, the segment Fresenius Helios consists of two CGUs, Germany and Spain. The previous CGU Fertility was divested on

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

January 31, 2024 and classified as an asset held for sale in the consolidated statement of financial position in accordance with IFRS 5 in 2023. Due to the exit from Fresenius Vamed, the two previous CGUs (Project business and Service business) no longer exist. Fresenius Health Services, which emerged from the former High-End Services business (HES) of Vamed, forms a new CGU, which is allocated to Corporate / Other.

At least once a year, in the fourth quarter, the Fresenius Group compares the value in use of each CGU to the CGU's carrying amount. The recoverable amount as its value in use of a CGU is determined using a discounted cash flow approach based upon the cash flow expected to be generated by the CGU. In case that the value in use of the CGU is less than its carrying amount and the fair value less cost of disposal is not estimated to be higher than the value in use, the difference is recorded as an impairment of the carrying amount of the CGU goodwill.

To evaluate the recoverability of intangible assets with indefinite useful lives, the Fresenius Group compares the recoverable amounts of the smallest identifiable group of assets that generate largely independent cash inflows with their carrying amounts. An intangible asset's fair value is determined using a discounted cash flow approach or other methods, if appropriate.

Based on the impairment tests performed, the annual impairment assessments have not resulted in any indications of impairment in 2024 and 2023.

Initial recognition using the equity method is generally at cost. In the case of investments that are deconsolidated due to loss of control and subsequently accounted for using the equity method, the fair value of the investment corresponds to the acquisition cost. This applies to the first-time recognition of the rehabilitation business of Fresenius Vamed. At initial recognition of the investment in Fresenius Medical Care at equity, a notional purchase price allocation was undertaken identifying and valuing the fair value of the assets and liabilities included in the carrying amount of the equity investment. In subsequent periods, the value of the investment is adjusted by the share in the profit or loss of the investment, including the fair values identified which form the basis for additional depreciation, amortization of the purchase price allocation and other proportionate changes in equity.

A lease is defined as a contract that conveys the right to use an underlying asset for a period of time in exchange for consideration.

The Fresenius Group decided not to apply the guidance within IFRS 16 to leases with a total maximum term of twelve months (short-term leases) and leases for underlying assets of low value. These leases are exempt from balance sheet recognition and lease payments will be recognized as expenses over the lease term.

IFRS 16 is not applied to leases of intangible assets.

Lease liabilities

Lease liabilities are recognized at the present value of the following payments:

  • ► fixed lease payments (including in-substance fixed payments), less any lease incentives receivable,
  • ► variable lease payments, that are linked to an index or interest rate,
  • ► expected payments under residual value guarantees,
  • ► the exercise price of purchase options, where exercise is reasonably certain,
  • ► lease payments in optional renewal periods, where exercise of extension options is reasonably certain, and
  • ►penalty payments for the termination of a lease, if the lease term reflects the exercise of the respective termination option.

IFRS 16 requires the Fresenius Group to make judgments that affect the valuation of lease liabilities as well as rightof-use assets, including the determination of which contracts are within the scope of IFRS 16, identifying the contract lease term and determining the incremental borrowing rate.

Notes | Responsibility statement | Auditor's report

With the ''reasonably certain'' assessments, the Fresenius Group determines if and which future costs based on extension and/ or termination options have to be included in the lease liabilities. During these assessments, the Fresenius Group considers all relevant facts and circumstances that create an economic incentive for the Fresenius Group to exercise, or not to exercise, an option, including any expected changes in facts and circumstances (e.g., contract-, object-, entity- or market-specific factors) from the commencement date until the exercise date of the option. Additionally, the Fresenius Group's historical practice regarding the period over which it has typically used particular types of assets, and its economic reasons for doing so, is also relevant. Unrecognized extension options are shown as potential future cash outflows (see note 34, Leases).

Lease payments are discounted using the implicit interest rate underlying the lease if this rate can be readily determined. Otherwise, the incremental borrowing rate of the lessee is used as the discount rate.

Lease liabilities are subsequently measured at amortized cost using the effective interest method. Furthermore, lease liabilities may be remeasured due to lease modifications or reassessments of the lease.

The incremental borrowing rate is determined when the Fresenius Group initiates a lease contract or changes an existing lease. The interest rate is calculated based on the following components: available interest rate sampling points, group risk margins, shadow rating (credit risk) margins, country risk margins, handling margins and other risk margins.

For lease contracts that include both lease and non-lease components that are not separable from lease components, no allocation is performed. Each lease component and any associated non-lease components are accounted for as a single lease. If the lease contracts include the lease and non-lease costs separately, the lease contract costs are divided into lease and non-lease components.

Right-of-use assets

Right-of-use assets are stated at cost, which comprises of:

  • ► lease liability amount,
  • ► initial direct costs incurred when entering into the lease,
  • ► (lease) payments before commencement date of the respective lease, and
  • ► an estimate of costs to dismantle and remove the underlying asset,
  • ► less any lease incentives received.

Right-of-use assets are depreciated over the shorter of the lease term or the useful life of the underlying asset using the straight-line method. Where a lease agreement includes a transfer of ownership at the end of the lease term or the exercise of a purchase option is deemed reasonably certain, right-of-use assets are depreciated over the useful life of the underlying asset using the straight-line method. In addition, right-of-use assets are reduced by impairment losses, if any, and adjusted for certain remeasurements.

Right-of-use assets from lease contracts are classified in accordance with the Fresenius Group's classification of property plant and equipment:

  • ► Right-of-use assets: land
  • ► Right-of-use assets: buildings and improvements
  • ► Right-of-use assets: machinery and equipment

Right-of-use assets from lease contracts and lease liabilities are presented separately from property, plant and equipment and other financial debt in the consolidated statement of financial position.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Purchases and sales of financial assets are recognized or derecognized on the trading date. Furthermore, the Fresenius Group does not make use of the fair value option,

Notes | Responsibility statement | Auditor's report

which allows financial liabilities to be classified at fair value through profit or loss upon initial recognition. The Fresenius Group elects to represent changes in the fair value of selected equity investments that are not held for trading in other comprehensive income (loss).

Financial instruments are allocated to categories following the analysis of the business model and cash flow characteristics as required by IFRS 9, Financial Instruments. The following categories are relevant for the Fresenius Group: financial assets and liabilities measured at amortized cost, financial assets and liabilities measured at fair value through profit and loss and financial assets measured at fair value through other comprehensive income (loss). The reconciliation of the categories to the positions in the consolidated statement of financial position is shown in tabular form in note 35, Financial instruments.

Cash and cash equivalents

Cash and cash equivalents comprise cash funds and all short-term investments with maturities of up to three months. Short-term investments are highly liquid and readily convertible into known amounts of cash. The risk of changes in value is insignificant.

Trade accounts and other receivables

Trade accounts and other receivables are stated at their nominal value less lifetime expected credit losses.

Impairments

According to IFRS 9, impairments are recognized on the basis of expected credit losses (expected credit loss model). The Fresenius Group recognizes a loss allowance for expected credit losses on financial assets measured at amortized cost, contract assets and lease receivables as well as for investments in debt instruments measured at fair value through other comprehensive income.

The Fresenius Group recognizes loss allowances for expected credit losses (allowance for doubtful accounts) mainly for trade accounts receivable and cash and cash equivalents. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective instrument.

For trade accounts receivable, the Fresenius Group uses the simplified method which requires recognizing lifetime expected credit losses.

Expected credit losses on cash and cash equivalents are measured according to the general method based on IFRS 9. A significant increase in credit risk will be assessed based on available qualitative as well as quantitative information. Based on external credit ratings of the counterparties, the Fresenius Group considers that its cash and cash equivalents have a low credit risk.

The Fresenius Group does not expect any material credit losses from financial instruments that are measured according to the general approach.

The allowances are estimates comprised of customer and financial asset specific evaluations regarding payment history, current financial stability, and applicable future economic conditions.

Financial assets whose expected credit loss is not assessed individually are allocated to geographical regions. The impairment is generally assessed on the basis of regional macroeconomic indicators such as credit default swaps or scoring models.

Due to the number of transactions and geographical regions that the Fresenius Group operates in, the Fresenius Group's policy of determining when an individual expected credit loss is required considers the appropriate individual local facts and circumstances that apply to an account. While payment and collection practices vary significantly between countries and even agencies within one country, government payors usually represent low to moderate credit risks. It is the Fresenius Group's policy to determine when receivables should be classified as bad debt on a local basis taking into account local payment practices and local collection experience.

In case of objective evidence of a detrimental impact on the estimated future cash flows of a financial asset, the asset is considered to be credit impaired. This is generally the case after more than 360 days overdue, at the latest.

Notes | Responsibility statement | Auditor's report

When a counterpart defaults, all financial assets against this counterpart are considered impaired. The definition of default is mainly based on payment practices specific to individual regions and businesses.

For further information regarding impairments, please see note 1. IV. c, Allowances for expected credit losses.

Put option liabilities

The Fresenius Group, as option writer of existing put options, can be obligated to purchase noncontrolling interests held by third parties. If these put options were exercised, the Fresenius Group would be required to purchase all or part of the third-party owners' noncontrolling interests at the appraised fair value at the time of exercise. Put option liabilities are recognized at the present value of the exercise price of the option. The exercise price of the option is generally based on fair value and, in certain limited instances, might contain a fixed floor price.

Put options in the Fresenius Group mainly relate to the Fresenius Kabi segment. The exercise price of the put options of Fresenius Kabi is based on the fair value of mAbxience. Common discounted cash flow valuation models are used to approximate this fair value. The estimated fair values of the put options can also fluctuate and the discounted cash flows as well as the implicit multiple of earnings and / or revenue at which these obligations may

ultimately be settled could vary significantly from Fresenius Group's current estimates depending on market conditions. For the purpose of analyzing the impact of changes in unobservable inputs on the fair value measurement of put option liabilities, please see note 35, Financial instruments.

Derivative financial instruments

Derivative financial instruments, such as interest rate swaps, cross currency swaps and foreign currency forward contracts, are recognized at fair value as assets or liabilities in the consolidated statement of financial position. The effective portion of changes in fair value of cash flow hedges is recognized in accumulated other comprehensive income (loss) in shareholders' equity until the secured underlying transaction is realized (see note 35, Financial instruments). Based on the spot rate changes of hedged items and hedging instruments, the ineffective portion of cash flow hedges is recognized in current earnings. Changes in the fair value of derivatives that are not designated as hedging instruments are recognized in earnings.

Derivatives embedded in host contracts with a financial liability as host contract are accounted for as separate derivatives if their economic characteristics and risks are not closely related to those of the host contracts. These embedded derivatives are measured at fair value with changes in fair value recognized in the income statement.

At the date of the statement of financial position, liabilities are generally stated at amortized cost, with the exception of contingent considerations resulting from a business combination, put option liabilities as well as derivative financial liabilities.

In the ordinary course of Fresenius Group's operations, the Fresenius Group is party to litigation and arbitration and is subject to investigations relating to various aspects of its business. The Fresenius Group regularly analyzes current information about such claims for probable losses and provides accruals for such matters, including the estimated legal expenses and consulting services in connection with these matters, as appropriate. The Fresenius Group utilizes its internal legal department as well as external resources for these assessments. In making the decision regarding the need for a loss accrual, the Fresenius Group considers the degree of probability of an unfavorable outcome and its ability to make a reasonable estimate of the amount of loss.

The filing of a suit or formal assertion of a claim or assessment, or the disclosure of any such suit or assertion, does not necessarily indicate that accrual of a loss is appropriate.

Notes | Responsibility statement | Auditor's report

Accruals for other obligations are recognized when there is a present obligation to a third party arising from past events, it is probable that the obligation will be settled in the future and the amount can be reliably estimated.

Provisions for warranties and complaints are estimated based on historical experience.

Non-current provisions with a remaining period of more than one year are discounted to the present value of the expenditures expected to settle the obligation.

Pension obligations for post-employment benefits are measured in accordance with IAS 19, Employee Benefits, using the projected unit credit method, taking into account future salary and trends for pension increase.

The Fresenius Group uses December 31 as the measurement date when measuring the deficit or surplus of all plans.

Net interest costs are calculated by multiplying the pension liability at the beginning of the year with the discount rate utilized in determining the benefit obligation. The pension liability results from the benefit obligation less the fair value of plan assets.

Remeasurements include actuarial gains and losses resulting from the evaluation of the defined benefit obligation as well as from the difference between actual return on plan assets and the expected return on plan assets at the beginning of the year used to calculate the net interest costs. In the event of a surplus for a defined benefit pension plan, remeasurements can also contain the effect from Asset Ceiling, as far as this effect is not included in net interest costs.

Remeasurements are recognized in accumulated other comprehensive income (loss) completely. It is not allowed to reclassify the remeasurements in subsequent periods. Components of net periodic benefit cost are recognized in profit and loss of the period.

Debt issuance costs related to a recognized debt liability are presented in the consolidated statement of financial position as a direct deduction from the carrying amount of that debt liability. Debt issuance costs related to undrawn credit facilities are presented in other assets. These costs are amortized over the term of the related obligation or credit facility.

The Fresenius Group measures its share-based compensation plans in accordance with IFRS 2, Share-based Payments.

The measurement date fair value of cash-settled performance shares and stock awards granted to members of the Management Board and executive employees of the Fresenius Group is calculated using the Monte Carlo simulation. The corresponding liability based on the measurement date fair value is accrued over the vesting period of the performance share and stock award plans.

The reporting and functional currency is the euro. Substantially all assets and liabilities of the foreign subsidiaries that use a functional currency other than the euro are translated at year-end exchange rates, while income and expense are translated at annual average exchange rates of the fiscal year. Adjustments due to foreign currency translation fluctuations are excluded from net earnings and are reported in accumulated other comprehensive income (loss). When hedging the translation risk from a net investment in a foreign operation, both the gains and losses from the currency

Notes | Responsibility statement | Auditor's report

translation of the hedging instrument and the foreign currency translation effects of the net assets of the subsidiary are recognized in accumulated other comprehensive income (loss). In addition, the translation adjustments of certain intercompany borrowings, which are of a long-term nature, are also reported in accumulated other comprehensive income (loss). Transactions in foreign currencies recorded by subsidiaries are accounted for at the prevailing

spot rate on the date of the respective transaction. Foreign exchange gains and losses resulting from the settlement of such transactions are generally recognized in profit and loss. Financial instruments denominated in a foreign currency are revalued at the spot rate as of the date of the consolidated statement of financial position. On the disposal of a foreign operation, all of the foreign currency translation differences accumulated in respect of that disposed

operation are reclassified to the consolidated statement of income. On a partial disposal of a subsidiary that includes a foreign operation that does not result in the loss of control over the subsidiary, the proportionate share of accumulated foreign currency translation differences is re-attributed to noncontrolling interests.

The exchange rates of the main currencies affecting foreign currency translation developed as follows:

Ye
end
ar-
ex		 cha
te
nge
ra		 Av
han
rat
era
ge
exc
ge
e
Dec
ber
31
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24
em		 Dec
ber
31,
202
3
em		 202
4		 202
3
U.S
. do
llar
r €
pe		 1.0
39		 1.1
05		 1.0
82		 1.0
81
Ch
ine
mi
nb
i pe
r €
se
ren		 7.5
83		 7.8
51		 7.7
88		 7.6
60
Co
lom
bia
r €
n p
eso
pe		 56
6.6
50
4,		 272
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4,		 0.6
91
4,
41		 675
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3
4,
Po
und
rlin
€
ste
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er		 0.8
29		 0.8
69		 0.8
47		 0.8
70
zili
Bra
l pe
r €
an
rea		 6.4
25		 62
5.3		 5.8
30		 5.4
01
Sw
iss
fra
€
nc
per		 0.9
41		 0.9
26		 0.9
53		 0.9
72
Ca
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pe		 1.4
95		 1.4
64		 1.4
82		 1.4
59

The three-tier fair value hierarchy as defined in IFRS 13, Fair Value Measurement, classifies financial assets and liabilities recognized at fair value based on the inputs used in estimating the fair value. Level 1 is defined as observable inputs, such as quoted prices in active markets. Level 2 is in application of recognized financial mathematical models defined as inputs other than quoted prices in active markets that are directly or indirectly observable. Level 3 is defined as unobservable inputs for which little or no market

data exists, therefore requiring the company to develop its own assumptions. The three-tier fair value hierarchy is used in note 35, Financial instruments and in note 22, Interests in associates.

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets

and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Estimates and judgmental assumptions are required in particular for the positions trade accounts receivable, deferred tax assets and pension liabilities as well as put option liabilities, contingent payments outstanding for acquisitions, equity investments and when examining the recoverability of goodwill.

Notes | Responsibility statement | Auditor's report

A non-current asset or disposal group held for sale is measured at the lower of its carrying amount or its fair value less cost to sell, and amortization/depreciation is ceased.

Assets classified as held for sale and the related liabilities are presented separately in a line within the current portion of the consolidated statement of financial position. If the disposal group is classified as a discontinued operation, the Fresenius Group also presents the results separately in the consolidated statement of income and in the consolidated statement of cash flows and prior year figures are adjusted.

The Fresenius Group reports a component of an entity that has been disposed of or is classified as held for sale and comprises at least one major line of business or geographical area of operations as a discontinued operation.

Due to the completed or agreed sale, the rehabilitation business (May to September 2024) and the Vamed activities in Austria (since May 2024) have been accounted for as discontinued operations. They have been reported in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, as a separate item (discontinued operations) in the consolidated statement of income and the consolidated statement of cash flows as well as in the consolidated statement of financial position (assets held for sale and liabilities directly associated with the assets

held for sale). Due to the application of IFRS 5, the prior year figures have been adjusted in the consolidated statement of income and the consolidated statement of cash flows.

The deconsolidation of the business segment Fresenius Medical Care as of November 30, 2023 was also accounted for in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations. Fresenius Medical Care was recognized as a discontinued operation by the Fresenius Group from July 14, 2023 to November 30, 2023. At July 14, 2023, the General Meeting of Fresenius Medical Care AG& Co. KGaA approved the conversion of the legal form into a German stock corporation and the deconsolidation within one year was considered highly probable. On November 30, 2023, the conversion of the legal form was registered with the commercial register and Fresenius Medical Care was deconsolidated at that date.

The Fresenius Group reported the results of Fresenius Medical Care up to November 30, 2023 separately in the consolidated statement of income and in the consolidated statement of cash flows.

The entities of the Fresenius Group perform ongoing evaluations of the financial situation of their customers and generally do not require a collateral from the customers for the supply of products and provision of services.

The Fresenius Group has prepared its consolidated financial statements at and for the year ended December 31, 2024 in conformity with IFRS, as adopted by the EU, that must be applied for fiscal years beginning on January 1, 2024.

In fiscal year 2024, the following new standard relevant for Fresenius Group's business was applied for the first time:

IAS 1

In January 2020, the IASB issued Amendments to IAS 1, Classification of Liabilities as Current and Non-current. The amendments clarify under which circumstances debt and other liabilities with an uncertain settlement date should be classified as current or non-current. Among others, the amendments state that liabilities shall be classified depending on rights that exist at the end of the reporting period and define under which conditions liabilities might be settled by cash, other economic resources or equity. On July 15, 2020, and October 31, 2022, the IASB deferred the effective date. The amendments to IAS 1 are now effective for fiscal years beginning on or after January 1, 2024.

The adoption of IAS 1 did not have a material impact on the consolidated financial statements of the Fresenius Group.

All other mandatory new IFRS standards had no material impact on the consolidated financial statements of the Fresenius Group.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The International Accounting Standards Board (IASB) issued the following new standard relevant for the Fresenius Group and mandatory for fiscal years commencing on or after January 1, 2025:

IFRS 18

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements. IFRS 18 amends a number of other standards and replaces IAS 1, Presentation of Financial Statements. However, the new standard carries forward most of its requirements while introducing new guidance to increase transparency and comparability of financial statements. IFRS 18 requires structuring the statement of profit or loss in three newly defined categories and enhanced disclosures for company-specific measures, among others.

IFRS 18 is effective for fiscal years beginning on or after January 1, 2027. Earlier adoption is permitted. The Fresenius Group is currently evaluating the impact of IFRS 18 on the consolidated financial statements.

The EU Commission's endorsement of IFRS 18 is still outstanding.

In the Fresenius Group's view, there are no other IFRS standards not yet effective that would be expected to have a material impact on the consolidated financial statements.

There are still uncertainties, in particular due to a possible further deterioration in the global macroeconomic outlook. The macroeconomic inflationary environment caused by the Ukraine war, other conflicts and political interventions continues to pose the risk of significantly rising energy, supply and transportation costs. However, this risk has decreased, mainly due to an easing of the situation on individual procurement markets, particularly the one for energy.

The Fresenius Group continually analyzes potential sustainability risks in the areas of climate change and water scarcity. In both areas, the Fresenius Group has not identified any significant risks for its business model. Therefore, the Fresenius Group does not currently expect any material impact of sustainability risks on the accounting.

In the opinion of the Management of the Fresenius Group, the following accounting policies and topics are critical for the consolidated financial statements in the present economic environment. The influences and judgments as well as the uncertainties which affect them are also important factors to be considered when looking at present and future operating earnings of the Fresenius Group.

The amount of goodwill and other non-amortizable intangible assets with indefinite useful lives represents a considerable part of the total assets of the Fresenius Group. At December 31, 2024 and December 31, 2023, the carrying amount of these was €15,099 million and €15,103 million (€14,789 million excluding Fresenius Vamed), respectively. This represented 35% and 33%, respectively, of total assets.

An impairment test of goodwill and non-amortizable intangible assets with indefinite useful lives is performed at least once a year, or if events occur or circumstances change that would indicate the carrying amount may not be recoverable.

Notes | Responsibility statement | Auditor's report

To determine possible impairments of these assets, the recoverable amount as its value in use of the cash generating units (CGUs) is compared to their carrying amount and the fair value less cost of disposal. The value in use of each CGU is determined using estimated future cash flows for the unit discounted by a weighted average cost of capital

(WACC) specific to that CGU. Estimating the discounted future cash flows involves significant assumptions, especially regarding future reimbursement rates and sales prices, number of treatments, sales volumes and costs. In determining discounted cash flows, the Fresenius Group utilizes for every CGU its approved three-year budget, projections for years 4

to 10 and a corresponding growth rate for all remaining years. Projections for up to 10 years are possible due to historical experience and the stability of Fresenius Group's business, which is largely independent from the economic cycle.

The following table shows the key assumptions of value in use calculations:

Av
h i
wt
era
ge
rev
en
ue
gro
n
jec
tio
eri
(in
od
%)
ten
ye
ar
pro
n p		 Av
EB
IT
h i
wt
era
ge
gro
n
jec
tio
eri
(in
od
%)
ten
ye
ar
pro
n p		 idu
(in
Res
al v
alu
th
%)
e g
row		 Aft
AC
C (
in
W
%)
tax
er-		 Ca
ing
of
odw
ill
nt
rry
am
ou
go
in
mi
llio
(€
ns)
202
4		 202
3		 202
4		 202
3		 202
4		 202
3		 202
4		 202
3		 202
4		 202
3
ius
bi
Fre
Ka
sen
Pha
rm
a
(IV
Dr
&F
luid
s)
ugs		 low
sin
le-d
ig
it
g		 low
sin
le-d
ig
it
g		 id
low
to
m
sin
le-d
ig
it
g		 id
low
to
m
sin
le-d
ig
it
g		 2.0
0		 2.0
0		 8.0
9		 8.3
8		 2,
275		 2,
385
Bio
har
p
ma		 low
do
ub
le-d
ig
it		 low
do
ub
le-d
ig
it		 id
low
to
m
do
ub
le-d
ig
it		 id
low
to
m
do
ub
le-d
ig
it		 2.0
0		 2.0
0		 9.0
1		 9.1
8		 1,
68
1		 1,
738
Nu
trit
ion		 mid
hi
h
to
g
sin
le-d
ig
it
g		 mid
sin
le-d
ig
it
g		 hig
h
sin
le-d
ig
it
g		 hig
h
sin
le-d
ig
it
g		 2.0
0		 2.0
0		 8.5
7		 9.1
3		 1,
524		 1,
59
8
Me
dT
ech		 mid
hi
h
to
g
sin
le-d
ig
it
g		 mid
sin
le-d
ig
it
g		 low
do
ub
le-d
ig
it		 low
do
ub
le-d
ig
it		 2.0
0		 2.0
0		 8.7
4		 8.5
0		 59
8		 628
Fre
ius
He
lios
sen
Ge
rm
any		 low
id
to
m
sin
le-d
ig
it
g		 low
sin
le-d
ig
it
g		 low
id
to
m
sin
le-d
ig
it
g		 low
sin
le-d
ig
it
g		 1.0
0		 1.0
0		 5.2
4		 5.7
4		 873
4,		 875
4,
Sp
ain		 low
sin
ig
it
le-d
g		 low
sin
ig
it
le-d
g		 low
sin
ig
it
le-d
g		 low
sin
ig
it
le-d
g		 0
1.5		 0
1.5		 5.8
4		 6.3
8		 3,
733		 3,
733
ius
Fre
Va
d
sen
me
Pro
jec
t b
usi
nes
s		 n.a mid
hi
h
to
g
sin
le-d
ig
it
g		 n.a hig
h
sin
le-d
ig
it
g		 n.a 1.0
0		 n.a 5.8
7		 n.a 18
Se
rvi
bus
ine
ce
ss		 n.a low
sin
le-d
ig
it
g		 n.a id
low
to
m
sin
le d
ig
it
g		 n.a 1.0
0		 n.a 5.8
7		 n.a 296
Co
e/O
the
rat
rpo
r
Fre
ius
He
alt
h S
ice
sen
erv
s		 low
sin
ig
it
le-d
g		 n.a low
id
to
m
sin
ig
it
le d
g		 n.a 1.0
0		 n.a 0
5.4		 n.a 57 n.a

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The discount factor is determined by the WACC of the respective CGU. The WACC in the business segment Fresenius Helios and of Fresenius Health Services consisted of a basic rate of 5.24% in 2024. This basic rate is adjusted by a country-specific risk premium for each CGU. The WACC for the CGUs of the business segment Fresenius Kabi was based on a peer group analysis.

If the value in use of the CGU is less than its carrying amount and the fair value less cost of disposal is not estimated to be higher than the value in use, the difference is recorded as an impairment of the CGU's goodwill.

Based on the impairment tests performed, the Fresenius Group did not record any impairment losses related to goodwill in fiscal years 2024 and 2023 after having compared each CGU's value in use to its carrying amount. An increase of the WACC (after tax) by 0.5 percentage points would not have resulted in the recognition of an impairment loss in 2024.

Due to the exit from Fresenius Vamed, the goodwill of the former CGU Service business with a carrying amount of €239 million was reclassified to assets held for sale based on the IFRS 5 classification of the rehabilitation business and the Vamed activities in Austria. The remaining goodwill of €57 million was transferred to the CGU Fresenius Health Services. The goodwill of the former CGU Project business in the amount of €18 million was amortized due to the decision to scale back the international project business.

A prolonged downturn in the healthcare industry with lower than expected increases in reimbursement rates and prices and/ or higher than expected costs for providing healthcare services and for procuring and selling healthcare products would adversely affect the estimated future cash flows of certain countries or segments. Furthermore, changes in the macroeconomic environment could affect the discount rate. A possible consequence could be a material and adverse effect on Fresenius Group's future operating results due to additional impairments on goodwill and intangible assets with indefinite useful lives.

The following tables show the changes in the key assumptions for the main business segments Fresenius Kabi and Fresenius Helios for the respective CGU with the lowest sensitivity with regard to the WACC that would result in the recoverable amount for the mentioned CGUs being equal to the carrying amount:

SENSITIVITY ANALYSIS 2024

Ch
e in
ang
oin
tag
ts
per
cen
e p		 Afte
r-ta
x
CC
WA		 Rev
enu
e
wth
gro
in e
ach
proj
ecti
on y
ear		 EBI
T
wth
gro
in e
ach
proj
ecti
on y
ear
Fre
ius
Ka
bi
sen
CG
U B
iop
har
ma		 -3.
23		 -6 -7
Fre
ius
He
lios
sen
CG
U S
in
pa		 -2.
63		 -9 -7

As of October 1, 2024, the recoverable amount of the CGUs Fresenius Kabi Biopharma and Fresenius Helios Spain exceeded the carrying amount by €1,216 million and €5,318 million, respectively.

SENSITIVITY ANALYSIS 2023

Ch
e in
ang
oin
tag
ts
per
cen
e p		 Afte
r-ta
x
WA
CC		 Rev
enu
e
wth
gro
in e
ach
proj
ecti
on y
ear		 EBI
T
wth
gro
in e
ach
proj
ecti
on y
ear
Fre
ius
Ka
bi
sen
CG
U M
edT
ech		 -3.
02		 -5 -7
Fre
ius
He
lios
sen
CG
U S
in
pa		 -1.
22		 -5 -3
ius
Fre
Va
d
sen
me
CG
U S
ice
bu
sin
erv
ess		 -1.
81		 -4 -7

As of October 1, 2023, the recoverable amount of the CGUs Fresenius Kabi MedTech and Fresenius Helios Spain exceeded the carrying amount by €1,293 million and €2,178 million, respectively, while the recoverable amount of the CGU Fresenius Vamed Service business exceeded the carrying amount by €573 million.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The Fresenius Group is involved in several legal matters arising from the ordinary course of its business. The outcome of these matters may have a material adverse effect on the financial position, results of operations or cash flows of the Fresenius Group. For details, please see note 33, Commitments and contingencies.

The Fresenius Group regularly analyzes current information about such claims for probable losses and provides accruals for such matters, including the estimated legal expenses and consulting services in connection with these matters, as appropriate. The Fresenius Group utilizes its internal legal department as well as external resources for these assessments. In making the decision regarding the need for a provision for legal matters, the Fresenius Group considers the degree of probability of an unfavorable outcome and its ability to make a reasonable estimate of the amount of loss.

The filing of a suit or formal assertion of a claim or assessment, or the disclosure of any such suit or assertion, does not necessarily indicate that a provision for a loss is appropriate.

Trade accounts receivable are a significant asset and the allowances for expected credit losses are a significant estimate made by the local Management. Trade accounts receivable were €3,500 million and €3,673 million in 2024 and 2023, respectively, net of allowance.

The major debtors or debtor groups of trade accounts receivable were statutory health insurers in Germany with 14% as well as the public health authority of the region of Madrid with 13%, at December 31, 2024. Other than that, the Fresenius Group has no significant risk concentration, due to its international and heterogeneous customer structure.

The allowances for expected credit losses were €316 million and €348 million as of December 31, 2024 and December 31, 2023, respectively. A valuation allowance is calculated if specific circumstances indicate that amounts will not be collectible. When all efforts to collect a receivable, including the use of outside sources where required and allowed, have been exhausted, and after appropriate review by the local management, a receivable deemed to be uncollectible is considered a bad debt and written off.

Deterioration in the aging of receivables and collection difficulties could require that the Fresenius Group increases the estimates of allowances for expected credit losses. Additional expenses for uncollectible receivables could have a significant negative impact on future operating results.

2. ACQUISITIONS AND DIVESTITURES

The Fresenius Group made acquisitions, investments and purchases of intangible assets of €75 million and €210 million in 2024 and 2023, respectively. In 2024, of this amount, €80 million was paid in cash, including €5 million in subsequent purchase price payments already recognized as liabilities.

In 2024 and 2023, Fresenius Kabi spent €50 million (2023: €207 million) on acquisitions, mainly for milestone payments relating to the acquisition of Merck KGaA's biosimilars business which were already recognized as liabilities as part of the acquisition.

In 2024, Fresenius Helios spent €7 million on acquisitions, mainly for the acquisition of an occupational risk prevention company in Portugal.

In 2023, Fresenius Helios did not incur any acquisition expenses.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

In 2024, the acquisition expenses of €18 million were attributable to the purchase of the remaining Fresenius Vamed shares by Fresenius ProServe GmbH as part of the exit from the business segment.

On May 2, 2024, the Fresenius Group announced to sell a majority stake in Vamed's rehabilitation business to PAI Partners, an international private equity firm. After having received the necessary regulatory approvals, the transaction was largely closed on September 30, 2024, and the Fresenius Group holds a 30% stake in the business. The rehabilitation business which also includes specialized healthcare services in the areas of prevention, acute care and nursing, was Vamed's largest business unit. With approximately 13,000 employees, it provides inpatient and outpatient rehabilitation services to approximately 100,000 patients every year in various European countries.

On May 8, 2024, the Fresenius Group announced that it initiated the structured exit from its investment company Fresenius Vamed. An Austrian consortium of construction

companies Porr and Strabag has agreed to acquire Vamed's activities in its Austrian home market. The transaction includes Vamed's entities responsible for the technical management of the Vienna General Hospital (AKH Wien), the Austrian project business that is part of Vamed's Health Tech Engineering business unit and shares in several spas throughout Austria. The transaction is expected to be completed in the first half of 2025.

Vamed's High-End Services (HES) business unit, which provides services for Fresenius Helios and other hospitals, was transferred to Fresenius and will continue to operate under the name Fresenius Health Services. The Health Tech Engineering business unit outside Austria, which is responsible for the international project business, will gradually be scaled back in an orderly manner. The process should largely be completed by 2026. For further information on current developments, please see note 41, Subsequent events.

The business units earmarked for sale of Fresenius Vamed are reported as separate items (discontinued operations and assets held for sale and liabilities directly associated with the assets held for sale, respectively) in the relevant periods.

Net income from Fresenius Vamed's discontinued operations (including special items) was comprised of the following:

€ i
illio
n m
ns		 202
4		 202
3
Rev
en
ue		 1,
226		 1,
35
1
Ex
pen
ses		 194
-1,		 40
9
-1,
Inc
e b
efo
inc
e t
om
re
om
axe
s		 32 -58
Inc
e ta
om
xes		 2 8
Ne
t in
com
e		 34 -50
Los
s d
sub
to
t re
ent
ue
seq
uen
me
asu
rem
of
dis
tin
ued
tio
at f
air
lue
con
op
era
ns
va
lida
tio
les
ll a
nd
du
o d
ost
to
e t
s c
se
eco
nso
n		 -60
5		 --
Ne
t in
e f
di
nti
ed
Fre
ius
com
rom
sco
nu
sen
ion
S 5
Va
d o
nd
IFR
rat
me
pe
s u
er		 -57
1		 -50

For a more appropriate presentation of the financial effects, eliminations of intercompany transactions with Fresenius Vamed have been allocated to discontinued Fresenius Vamed operations, taking into account future supply and service relationships. As of December 31, 2024, the cumulative losses recognized in other comprehensive income (loss) relating to the discontinued Fresenius Vamed operations amounted to €51 million.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The following assets and liabilities were classified as held for sale as of December 31, 2024:

€ i
illio
n m
ns		 202
4
Cu
nt
ets
rre
ass		 198
No
ent
set
n-c
urr
as
s		 112
fo
As
s h
eld
ale
set
r s		 31
0
Sh
lia
bil
itie
ort
-te
rm
s		 31
1
Lon
liab
ilit
ies
ter
g-
m		 113
Lia
bil
itie
s h
eld
fo
ale
r s		 424

The carrying amounts of the main groups of assets and liabilities of Vamed's rehabilitation business disposed of at the time of disposal on September 30, 2024 were as follows:

€ i
illio
n m
ns		 Sep
ber
30,
202
4
tem
Ca
iva
sh
and
sh
len
ts
ca
equ		 18
Oth
t as
set
er
cur
ren
s		 167
No
ent
set
n-c
urr
as
s		 1,
103
As
s d
isp
d o
f
set
ose		 1,
28
8
Sh
lia
bil
itie
ort
-te
rm
s		 240
Lon
liab
ilit
ies
ter
g-
m		 464
Lia
bil
itie
isp
s d
d o
f
ose		 704

On July 14, 2023, the Extraordinary General Meeting of Fresenius Medical Care AG&Co. KGaA approved the proposal of conversion of the legal form into a German stock corporation and thereupon, in fiscal year 2023, Fresenius Medical Care was classified as a separate item (operations to be deconsolidated and deconsolidated operations, respectively) in the Fresenius Group's consolidated statement of income, consolidated statement of financial position and consolidated statement of cash flows. After registration with the commercial register on November 30, 2023, the investment in Fresenius Medical Care was deconsolidated and subsequently accounted for using the equity method in accordance with IAS 28 (see note 1. III. bb, Non-current assets held for sale, discontinued and deconsolidated operations).

Net income from deconsolidated Fresenius Medical Care's operations (including special items) was comprised of the following:

€ i
illio
n m
ns		 202
3
Rev
en
ue		 18,
033
Exp
ens
es		 -16
967
,
inc
Inc
e b
efo
e t
om
re
om
axe
s		 1,
066
Inc
e ta
om
xes		 -32
0
Ne
t in
com
e		 746
Los
s d
alu
ati
of
ion
be
to
rat
s to
ue
rev
on
ope
dec
olid
d a
t fa
ir v
alu
e le
f d
lida
tio
ate
ts o
ons
ss
cos
eco
nso
n
ing
RS
ins
wil
ord
IF
5
(bo
oke
d a
ood
l)
to
t g
acc
ga		 -2,
775
Oth
val
ion
ad
jus
rdi
IFR
S 5
(m
ain
ly
uat
tm
ent
to
er
s a
cco
ng
sio
f re
lar
dep
iati
and
iza
tio
n)
ort
sus
pen
n o
gu
rec
on
am		 558
Los
s d
dec
olid
ati
ord
ing
IF
RS
10
to
to
ue
ons
on
acc		 -46
7
t in
e f
ida
Ne
de
sol
ted
com
rom
con
ius
ica
tio
Fre
M
ed
l C
sen
are
op
era
ns		 -1,
938

For a more appropriate presentation of the financial effects, eliminations of intercompany transactions with Fresenius Medical Care have been allocated to Fresenius Medical Care operations to be deconsolidated, taking into account future supply and service relationships. A corresponding allocation is made in the consolidated statement of cash flows.

The carrying amounts of the main groups of assets and liabilities of Fresenius Medical Care disposed of at the time of disposal on November 30, 2023 were as follows:

€ i
illio
n m
ns		 Nov
ber
30,
202
3
em
Ca
sh
and
sh
iva
len
ts
ca
equ		 1,
303
Oth
t a
ts
er
cur
ren
sse		 635
7,
No
ent
set
n-c
urr
as
s		 25,
859
isp
f
As
s d
d o
set
ose		 34
797
,
Sh
lia
bil
itie
ort
-te
rm
s		 6,
47
3
Lon
liab
ilit
ies
ter
g-
m		 13,
170
Lia
bil
itie
s d
isp
d o
f
ose		 19,
643

On November 14, 2023, the Fresenius Group signed an agreement to transfer its plant in Halden, Norway, to HP Halden Pharma AS, a company of the Prange Group. The Prange Group, together with its affiliate Adragos Pharma, will take over the manufacturing facility with equipment as well as employees and will continue to manufacture Fresenius Kabi's products. The transaction was completed on March 1, 2024. For the disposal, an impairment loss of €20 million was recognized in connection with the classification as an asset held for sale in 2023, which is included

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

in costs of revenue in the consolidated statement of income and classified as a special item. In the first quarter of 2024, a loss from the disposal of assets of around €5 million was recognized, which is included in other operating expenses in the consolidated statement of income and classified as a special item.

On November 8, 2023, the Fresenius Group signed an agreement to sell the Eugin group to the global fertility group IVI RMA (a KKR portfolio company) and GED Capital. Following the receipt of the regulatory approvals, the transaction was completed on January 31, 2024. The sale only comprises the Eugin group. Fresenius Helios' wellestablished legacy business of fertility treatments in selected hospitals and outpatient centers of Quirónsalud and Helios Germany will remain with Fresenius Helios and continue to offer fertility treatments. The sales price is composed of a fixed cash payment and possible further performancerelated payments. For the disposal of the Eugin group, an impairment loss of €231 million was recognized in connection with the classification as an asset held for sale, which is included in other operating expenses in the consolidated statement of income and classified as a special item.

A deconsolidation loss of €6 million was recognized in the first quarter of 2024, which is mainly included in other operating expenses in the consolidated statement of income and classified as a special item.

The following assets and liabilities of the Eugin group were classified as held for sale:

€ i
illio
n m
ns		 202
4
Cu
nt
ets
rre
ass		 134
No
ent
set
n-c
urr
as
s		 42
1
As
s h
eld
fo
ale
set
r s		 555
Sh
lia
bil
itie
ort
-te
rm
s		 84
Lon
liab
ilit
ies
ter
g-
m		 146
Lia
bil
itie
s h
eld
fo
ale
r s		 23
0

The carrying amounts of the main groups of assets and liabilities of the Eugin group disposed of at the time of disposal on January 31, 2024 were as follows:

€ i
illio
n m
ns		 Jan
y 31
, 20
24
uar
Ca
sh
and
sh
iva
len
ts
ca
equ		 18
Oth
t as
set
er
cur
ren
s		 52
No
ent
set
n-c
urr
as
s		 31
7
isp
As
s d
d o
f
set
ose		 38
7
Sh
lia
bil
itie
ort
-te
rm
s		 53
Lon
liab
ilit
ies
ter
g-
m		 125
Lia
bil
itie
isp
f
s d
d o
ose		 178

On October 31, 2023, the Fresenius Group signed an agreement to sell its 70 percent stake in IDCQ CRP, a co-holding entity of the hospital Clínica Ricardo Palma in Lima, Peru. The stake was acquired by entities of the Verme family which already held a stake in the hospital, together with other local investors. After regulatory approvals, the transaction was completed on April 23, 2024. The sales price was paid in the form of a fixed cash payment upon completion of the transaction. For the disposal of the hospital in Peru, no impairment loss was recognized in the first quarter of 2024 in connection with the classification as an asset held for sale and the assets were recognized at their carrying amount. A deconsolidation gain of €32 million was recognized in the first half of 2024, which is included in other operating income in the consolidated statement of income and classified as a special item.

The carrying amounts of the main groups of assets and liabilities of the hospital in Peru disposed of at the time of disposal on April 23, 2024 were as follows:

€ i
illio
n m
ns		 Apr
il 23
, 20
24
Ca
sh
and
sh
iva
len
ts
ca
equ		 17
Oth
t as
set
er
cur
ren
s		 20
No
ent
set
n-c
urr
as
s		 90
isp
As
s d
d o
f
set
ose		 127
Sh
lia
bil
itie
ort
-te
rm
s		 40
Lon
liab
ilit
ies
ter
g-
m		 13
Lia
bil
itie
s d
isp
d o
f
ose		 53

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

NOTES ON THE CONSOLIDATED STATEMENT OF INCOME

The prior year figures have been adjusted in the notes on the consolidated statement of income due to the exit from Fresenius Vamed.

3. SPECIAL ITEMS

Revenue in the amount of €21,833 million and net income attributable to shareholders of Fresenius SE&Co. KGaA for 2024 in the amount of €471 million include special items which impacted the consolidated statement of income as shown in the table below. The earnings before special items are an alternative performance indicator, as special items are not defined in IFRS. The effects of selected items on earnings are presented as special items in order to increase the transparency of the Group's earnings quality. In the

consolidated segment reporting, special items are shown under ''Corporate/Other''. Such special items mainly result from costs of the Vamed transformation and the exit from Fresenius Vamed as well as the associated classification as discontinued operations in accordance with IFRS 5. They also include expenses from the amortization of the purchase price allocation as part of the accounting of the investment in Fresenius Medical Care using the equity method and other special items of Fresenius Medical Care. Further special items mainly relate to expenses at Fresenius Kabi in connection with the Group-wide Fresenius cost and efficiency program and the Group-wide IT transformation as well as legacy portfolio adjustments and divestments at Fresenius Helios. In addition, special items in fiscal year 2023 included expenses in connection with acquisitions in the Kabi segment. The amounts shown correspond to the effects on earnings recognized in accordance with IFRS.

€ i
illio
n m
ns		 Rev
enu
e		 EBI
T		 inc
Net
om
e
ibut
able
attr
to
sha
reh
olde
rs
of F
nius
rese
SE&
Co.
KG
aA
Ea
rni
s 2
024
bef
eci
al
ite
ng
ore
sp
ms
,		 21,
52
6		 2,
48
9		 1,
749
Div
itu
Eu
in a
nd
clin
ic P
est
res
g
eru		 30 5 1
Dis
tin
ued
tio
Va
d
con
op
era
ns
me		 -- -- -43
0
Tra
nsf
ati
/V
ed
exi
t
orm
on
am		 277 -47
3		 -39
8
iate
ith
niu
ffic
ien
Ex
d w
the
Fr
d e
ost
pen
ses
as
soc
ese
s c
an
cy
pro
gra
m		 -- -14
4		 -11
5
Leg
rtfo
lio
adj
ust
nts
acy
po
me		 -- -51 -55
sfo
ati
IT t
ran
rm
on		 -- -40 -28
Leg
al f
rsio
s F
ius
M
ed
ica
l C
ost
orm
co
nve
n c
res
en
are		 -- -4 -3
eci
ite
niu
ing
niu
ica
Sp
al
Fr
lud
Fr
s M
ed
l C
ms
ese
s e
xc
ese
are		 30
7		 -70
7		 -1,
028
Im
f P
PA
uity
eth
od
Fre
ius
M
ed
ica
l C
t o
pac
eq
m
sen
are		 -- -- -13
3
Sp
eci
al i
s F
ius
M
ed
ica
l C
(3
2%
)
tem
res
en
are		 -- -- -11
7
Sp
eci
ite
niu
ica
l C
al
Fr
s M
ed
ms
ese
are		 -- -- -25
0
Ea
rni
s 2
024
din
IFR
S
to
ng
ac
cor
g		 21,
833		 1,
782		 47
1

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

Revenue in the amount of €21,067 million and net income attributable to shareholders of Fresenius SE &Co. KGaA for 2023 in the amount of -€594 million included special items which had the following impact on the consolidated statement of income:

Net
inc
om
e
ibut
able
attr
to
sha
reh
olde
rs
of F
nius
€ i
illio
n m
ns		 Rev
enu
e		 EBI
T		 rese
SE&
Co.
KG
aA
rni
eci
ite
Ea
s 2
023
bef
al
ng
ore
sp
ms
,		 20,
30
7		 2,
26
6		 1,
543
Div
itu
Eu
in a
nd
clin
ic P
est
res
g
eru		 36
8		 42 9
Rev
alu
ati
of
bi
osi
mi
lars
nti
rch
ice
lia
bil
itie
nt
ons
co
nge
pu
ase
pr
s		 -- 29 24
Dis
tin
tio
ued
Va
d
con
op
era
ns
me		 -- -- -45
Tra
nsf
ati
/V
ed
exi
t
orm
on
am		 392 -56
0		 -42
8
Ex
iate
d w
ith
the
Fr
niu
d e
ffic
ien
ost
pen
ses
as
soc
ese
s c
an
cy
pro
gra
m		 -- -22
1		 -17
1
Leg
rtfo
lio
adj
ust
nts
acy
po
me		 -- -32
0		 -27
1
Tra
ctio
Ab
xie
Ive
nix
ost
nsa
n c
s m
nce
,		 -- -36 -34
al f
rsio
ius
ica
l C
Leg
s F
M
ed
ost
orm
co
nve
n c
res
en
are		 -- -17 -19
Sp
eci
al
ite
Fr
niu
lud
ing
Fr
niu
s M
ed
ica
l C
ms
ese
s e
xc
ese
are		 760 -1,
083		 -93
5
Sp
eci
al i
s F
ius
M
ed
ica
l C
(3
2%
)
tem
res
en
are		 -- -- -1,
197
Im
f P
PA
uity
eth
od
Fre
ius
M
ed
ica
l C
t o
pac
eq
m
sen
are		 -- -- -5
eci
ite
niu
ica
Sp
al
Fr
s M
ed
l C
ms
ese
are		 -- -- -1,
202
Ea
rni
s 2
023
din
IFR
S
to
ng
ac
cor
g		 21,
067		 183
1,		 -59
4

4. REVENUE

Revenue by activity was as follows:

€ i
illio
n m
ns		 202
4
Fre
ius
sen
i
Kab		 Fre
ius
sen
ios
Hel		 Cor
/
ate
por
Oth
er		 Fre
ius
sen
Gro
up
Rev
fro
ith
ont
ts w
tom
en
ue
m c
rac
cus
ers		 8,
35
7		 12,
707		 74
1		 21,
805
the
f re
fro
ice
reo
ven
ue
m s
erv
s		 187 12,
703		 303 13,
193
the
f re
fro
du
d r
ela
ted
rvi
cts
reo
ven
ue
m
pro
an
se
ces		 8,
154		 -- 2 8,
156
the
f re
fro
lon
du
ctio
ter
ont
ts
reo
ven
ue
m
g­
m
pro
n c
rac		 -- -- 43
6		 43
6
the
f fu
rth
fro
ith
ont
ts w
tom
reo
er
rev
en
ue
m c
rac
cus
ers		 16 4 -- 20
Oth
er
rev
en
ue		 5 23 -- 28
Re
ve
nu
e		 8,
362		 12,
730		 74
1		 21,
833

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

€ i
illio
n m
ns		 202
3
Fre
ius
sen
Kab
i		 Fre
ius
sen
Hel
ios		 Cor
/
ate
por
Oth
er		 ius
Fre
sen
Gro
up
Rev
fro
ith
ont
ts w
tom
en
ue
m c
rac
cus
ers		 7,
956		 11,
878		 1,
178		 21,
012
the
f re
fro
ice
reo
ven
ue
m s
erv
s		 104 11,
874		 845 12,
823
the
f re
fro
du
d r
ela
ted
rvi
cts
reo
ven
ue
m
pro
an
se
ces		 847
7,		 -- -- 847
7,
the
f re
fro
lon
du
ctio
ter
ont
ts
reo
ven
ue
m
g­
m
pro
n c
rac		 -- -- 333 333
f fu
fro
ith
the
rth
ont
ts w
tom
reo
er
rev
en
ue
m c
rac
cus
ers		 5 4 -- 9
Oth
er
rev
en
ue		 5 50 -- 55
Re
ve
nu
e		 96
7,
1		 11,
928		 1,
178		 067
21,

Other revenue includes revenue from insurance and lease contracts. At December 31, 2024, revenue that was included in the contract liabilities balance at the beginning of the period was €65 million (2023: €74 million).

As of December 31, 2024 and 2023, respectively, the Fresenius Group had performance obligations that are unsatisfied or partially unsatisfied and that are expected to be satisfied and recorded in revenue in the following years.

De
ber
31
202
4,
€ i
illio
cem
n m
ns
,		 202
5		 202
6		 202
7		 202
8		 202
9		 the
reaf
ter		 Tot
al
Tra
ctio
ric
f th
tisf
ied
nsa
n p
e o
e u
nsa
or
tia
lly
atis
fie
d p
erf
blig
atio
par
uns
orm
anc
e o
ns		 35
8		 269 32
2		 7 2 8 966
€ i
illio
De
ber
31
202
3,
cem
n m
ns
,		 202
4		 202
5		 6
202		 202
7		 202
8		 reaf
the
ter		 Tot
al
Tra
ctio
ric
f th
tisf
ied
nsa
n p
e o
e u
nsa
or
tia
lly
atis
fie
d p
erf
blig
atio
par
uns
orm
anc
e o
ns		 795 58
6		 200 56
9		 282 212 644
2,

A revenue analysis by business segment is shown in the consolidated segment reporting.

Notes | Responsibility statement | Auditor's report

5. COST OF MATERIALS

Cost of materials included in costs of revenue was comprised of cost of raw materials, supplies and purchased components and cost of purchased services:

€ i
illio
n m
ns		 202
4		 202
3
Co
f ra
ria
ls,
lies
d
st o
ate
w m
sup
p
an
rch
d c
ent
pu
ase
om
pon
s		 4,
782		 4,
857
Co
f p
vic
has
ed
st o
urc
ser
es		 1,
27
1		 1,
280
Co
of
ials
st
ter
ma		 6,
053		 6,
137

6. PERSONNEL EXPENSES

Costs of revenue, selling expenses, general and administrative expenses and research and development expenses included personnel expenses of €9,586 million and €9,229 million in 2024 and 2023, respectively.

Personnel expenses were comprised of the following:

Pe
el e
rso
nn
xp
en
ses		 9,
58
6		 9,
229
the
f re
tire
sio
nt
reo
me
pen
ns		 247 225
So
cia
l se
ity
trib
uti
f re
tire
st o
nt
cur
con
ons
, co
me
sio
and
cia
l as
sis
tan
pen
ns
so
ce		 1,
780		 1,
664
Wa
d s
ala
rie
ges
an
s		 7,
806		 7,
565
€ i
illio
n m
ns		 202
4		 202
3

Fresenius Group's annual average number of employees by function is shown below:

202
4		 202
3
Pro
du
ctio
n		 27,
093		 27,
585
Se
rvic
e		 122
072
,		 120
45
6
,
Ad
mi
nis
tio
tra
n		 16,
620		 18,
06
1
Sa
les
d m
ark
eti
an
ng		 8,
064		 8,
41
0
Res
ch
and
de
vel
nt
ear
op
me		 2,
49
2		 56
2,
8
To
tal
loy
(p
ita
)
em
p
ees
er
cap		 176
34
1
,		 177
080
,

7. RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses of €641 million (2023: €661 million) included expenditures for research and noncapitalizable development costs as well as regular depreciation and amortization expenses relating to capitalized development costs of €41 million (2023: €36 million). Furthermore, in 2024, research and development expenses included impairments of €9 million. These related to R& D projects of Fresenius Kabi that were not pursued further. The impairments of €53 million included in research and development expenses in fiscal year 2023 related to impairments of R& D projects of Fresenius Kabi that were not pursued further and impairments of the discontinued operations of Fresenius Helios in connection with the legacy portfolio adjustments. The expenses for the further development of the biopharma business included in the research and development expenses amounted to €206 million in 2024 (2023: €220 million).

8. GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses amounted to €2,222 million (2023: €2,285 million) and were related to expenditures for administrative functions not attributable to research and development, production or selling. The decrease was mainly due to lower expenses associated with the cost and efficiency program and legacy portfolio adjustments compared to the previous year.

9. OTHER OPERATING INCOME AND EXPENSES

In 2024 and in 2023, other operating income of €293 million (2023: €417 million) mainly included income from the reversal of provisions and other income, mainly from Fresenius Digital Technology GmbH in connection with business relationsships with associated companies. Other operating expenses of €329 million (2023: €517 million) mainly included foreign exchange losses and other expenses, mainly from Fresenius Digital Technology GmbH in connection with business relationships with associated companies in 2024 and an impairment on the disposal group Eugin in 2023.

10. NET INTEREST

Net interest of -€432 million (2023: -€398 million) included interest expenses of €547 million (2023: €519 million) and interest income of €115 million (2023: €121 million). In fiscal years 2024 and 2023, the main portion of the interest expenses resulted from Fresenius Group's financial liabilities, which are recognized at amortized cost (see note 35, Financial instruments), from interest expenses in connection with additional interest accruals on tax items and from outstanding contingent purchase price payments. Moreover, €47 million (2023: €48 million) related to lease liabilities. The main portion of interest income in 2024 resulted from interest income on receivables. In 2023, the main portion of interest income resulted from interest income on receivables and from discounting effects.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

11. TAXES

Income before income taxes was attributable to the geographic regions:

€ i
illio
n m
ns		 202
4		 202
3
Ge
rm
any		 -17 95
Int
ati
l
ern
ona		 1,
40
5		 678
To
tal		 1,
38
8		 773

Income tax expenses (benefits) for 2024 and 2023 consisted of the following:

€ i
illio
n m
ns		 Cur
t
ren
taxe
s		 Def
d
erre
taxe
s		 Inco
me
tax
es
202
4
Ge
rm
any		 39 43 82
Int
ati
al
ern
on		 0
45		 -11 43
9
To
tal		 48
9		 32 52
1
202
3
Ge
rm
any		 109 61 170
Int
atio
nal
ern		 37
6		 -61 315
To
tal		 48
5		 -- 48
5

A reconciliation between the expected and actual income tax expense is shown in the following table. The expected corporate income tax expense is computed by applying the German corporation tax rate (including the solidarity surcharge) and the effective trade tax rate on income before income taxes. The respective combined tax rate was 30.9% and 30.8% for fiscal years 2024 and 2023, respectively.

€ i
illio
n m
ns		 202
4		 202
3
d ''
ed'
' in
Co
ute
ect
e ta
mp
exp
com
x e
xp
ens
e		 42
9		 238
Inc
(re
du
ctio
n)
in
inc
e ta
rea
se
om
xes
ult
ing
fro
res
m:
Ite
niz
ed
for
t re
ta
ms
no
cog
x p
urp
ose
s		 60 190
di
ffe
tia
Ta
l
ate
x r
ren		 -22
7		 -18
5
Ta
ch
ate
x r
ang
es		 1 -16
x­f
in
Ta
ree
com
e		 -35 -18
Ta
fo
rio
xes
r p
r y
ear
s		 20 84
No
olli
int
ntr
sts
nco
ng
ere		 -- --
Oth
er		 273 192
Inc
e t
om
ax		 52
1		 485
Eff
ive
ect
ta
ate
x r		 37
.5%		 62
.7%

The item "Other" mainly includes effects from noncapitalized tax losses for 2024 and write-downs on capitalized loss carryforwards.

The tax effects of the temporary differences and losses carried forward from prior years that gave rise to deferred tax assets and liabilities at December 31 are presented below:

€ i
illio
n m
ns		 202
4		 202
3
De
fer
red
ta
ts
x a
sse
cei
Ac
vab
le
nts
cou
re		 64 73
Inv
ori
ent
es		 124 130
Oth
t as
set
er
cur
ren
s		 40 109
Pro
lan
nd
uip
ty,
t a
nt
per
p
eq
me		 59 57
Int
ible
set
ang
as
s		 51 59
Oth
ent
set
er
no
n­c
urr
as
s		 70 56
Lea
liab
ilit
ies
se		 32
7		 41
3
vis
ion
liab
ilit
ies
Pro
nd
oth
s a
er		 232 266
Be
nef
it o
blig
ati
ons		 87 74
Los
rrie
d f
ard
fro
ior
ses
ca
orw
m
pr
ye
ars		 81 132
De
fer
red
ta
ts
x a
sse		 135
1,		 36
9
1,
fer
iab
ilit
ies
De
red
x l
ta
Ac
cei
vab
le
nts
cou
re		 30 22
Inv
ori
ent
es		 5 5
Oth
t as
set
er
cur
ren
s		 23 45
Pro
lan
nd
uip
ty,
t a
nt
per
p
eq
me		 525 529
Int
ible
set
ang
as
s		 35
7		 35
9
Oth
ent
set
er
no
n­c
urr
as
s		 9 29
Rig
ht­
of­
set
use
as
s		 302 38
7
Pro
vis
ion
nd
oth
liab
ilit
ies
s a
er		 100 164
iab
ilit
ies
De
fer
red
x l
ta		 1,
35
1		 1,
54
0
Ne
t d
efe
d t
/lia
bil
itie
ets
rre
ax
ass
s		 -21
6		 -17
1

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

Deferred tax assets arise from €228 million current and €182 million non-current assets as well as from €372 million short-term and €353 million long-term liabilities. Deferred tax liabilities arise from €58 million current and €1,190 million non-current assets as well as from €26 million short-term and €77 million long-term liabilities.

In the consolidated statement of financial position, the net amounts of deferred tax assets and liabilities are included as follows:

€ i
illio
n m
ns		 202
4		 202
3
fer
De
red
ta
ts
x a
sse		 41
1		 36
0
De
fer
red
x l
iab
ilit
ies
ta		 627 53
1
/lia
bil
itie
Ne
t d
efe
d t
ets
rre
ax
ass
s		 -21
6		 -17
1

The change in the balance of deferred tax assets and deferred tax liabilities does not equal the deferred tax expense / benefit. This is due to deferred taxes that are booked directly to equity, the effects of exchange rate changes on tax assets and liabilities denominated in currencies other than euro and the acquisition and disposal of entities as part of ordinary activities.

The total amount of temporary differences in connection with investments in subsidiaries, branches and associates as well as interests in joint ventures for which no deferred tax liabilities were recognized amounted to €161 million as of December 31, 2024 (2023: €150 million).

The expiration of net operating losses as of December 31, 2024 is as follows:

for
th
e f
isc
al y
ear
s		 € in
mi
llion
s
202
5		 32
202
6		 33
202
7		 24
202
8		 86
202
9		 86
203
0		 92
203
1		 0
203
2		 1
203
3		 0
203
nd
the
fte
4 a
rea
r		 8
To
tal		 362

The expiration of net operating losses as of December 31, 2023 was as follows:

for
th
e f
isc
al y
ear
s		 € in
mi
llion
s
202
4		 28
202
5		 32
202
6		 45
202
7		 27
202
8		 110
202
9		 85
203
0		 93
203
1		 0
203
2		 1
203
3 a
nd
the
fte
rea
r		 10
To
tal		 43
1

The total remaining operating losses of €2,007 million (2023: €1,644 million) can mainly be carried forward for an unlimited period. The total amount of the existing operating losses as of December 31, 2024 includes an amount of €1,923 million (2023: €1,429 million) that will probably not be realizable. For these operating losses, deferred tax assets were not recognized.

Based upon the level of historical taxable income and projections for future taxable income, the Management of the Fresenius Group believes it is more likely than not that the Fresenius Group will realize the benefits of these deductible differences, net of the existing valuation allowances, at December 31, 2024.

12. NONCONTROLLING INTERESTS

As of December 31, noncontrolling interests in net income in the Fresenius Group were as follows:

€ i
illio
n m
ns		 202
4		 202
3
No
olli
int
ntr
sts
nco
ng
ere
in
ius
Fre
Va
d
sen
me		 -10
0		 -13
9
No
olli
int
ntr
sts
nco
ng
ere
in t
ine
he
bus
nts
ss
seg
me
Fre
ius
Ka
bi
sen		 52 52
ius
lios
Fre
He
sen		 13 -24
Fre
ius
Va
d
sen
me		 1 1
ing
in
To
tal
oll
ntr
ter
est
no
nco
s		 -34 -11
0

In 2024 and 2023, the negative results of the noncontrolling interests of Fresenius Vamed resulted from the Vamed exit as well as from transformation expenses. The negative results of Fresenius Helios in 2023 arose from the impairment for the Eugin group recognized in accordance with IFRS 5 in 2023.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

13. GOVERNMENT GRANTS

In fiscal year 2024, the German clinics of the Fresenius Group received government compensation payments and reimbursements in the amount of €49 million (2023: €304 million) to compensate for increased energy prices and costs indirectly caused by the increase in energy prices. In the consolidated statement of income, a pro rata amount of approximately €146 million (2023: €201 million) was realized also from the payments already received in 2023.

14. EARNINGS PER SHARE

The following table shows the earnings per share:

202
4		 202
3
Nu
€ i
illi
rat
me
ors
n m
on
s
,
t in
e f
nti
ing
Ne
com
rom
co
nu
tio
rib
ble
att
uta
op
era
ns
sha
reh
old
of
to
ers
Fre
ius
SE
&C
KG
aA
sen
o.		 90
1		 39
8
Ne
t in
e f
de
sol
ida
ted
com
rom
con
Fre
ius
M
ed
ica
l C
tio
sen
are
op
era
ns
und
IFR
S 5
trib
ble
at
uta
er
of
sha
reh
old
to
ers
Fre
ius
SE
&C
KG
aA
sen
o.		 n.a -94
7
Ne
t in
e f
di
nti
d
com
rom
sco
nue
tio
rib
ble
att
uta
to
op
era
ns
sha
reh
old
of
ers
Fre
ius
SE
&C
KG
aA
sen
o.		 -43
0		 -45
Ne
t in
ttri
but
ab
le t
har
com
e a
o s
e
f F
ius
SE
&C
KG
ho
lde
aA
rs o
res
en
o.		 47
1		 -59
4
De
mi
in
mb
of
sha
nat
no
ors
nu
er
res
We
ig
hte
d a
mb
of
ver
age
nu
er
ord
ina
sha
nd
ing
tsta
ry
res
ou		 56
3,
23
7,
27
7		 563
237
277
,
,
Ea
rni
sha
fro
ng
s p
er
re
m
tin
uin
ion
s in
€
rat
con
g o
pe		 1.6
0		 0.7
1
Ear
nin
sh
fro
gs
per
are
m
olid
ius
dec
d F
ate
ons
res
en
Me
dic
al C
tio
are
op
era
ns
S 5
in
und
IFR
€
er		 n.a 68
-1.
Ear
nin
sh
fro
gs
per
are
m
dis
tin
ued
tio
in €
con
op
era
ns		 -0.
76		 -0.
08
rni
in €
To
tal
sha
ea
ng
s p
er
re		 0.8
4		 -1.
05

In 2024 and 2023, there were no dilutive effects from stock options issued on earnings per share.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

NOTES ON THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

15. CASH AND CASH EQUIVALENTS

As of December 31, cash and cash equivalents were as follows:

€ i
illio
n m
ns		 202
4		 202
3
Ca
sh		 2,
042		 2,
48
7
Tim
e d
sits
d s
riti
epo
an
ecu
es
(wi
rity
of
th
90
da
)
atu
to
a m
up
ys		 240 75
uiv
To
tal
sh
d c
ash
ale
nts
ca
an
eq		 2,
282		 2,
562

As of December 31, 2024 and December 31, 2023, earmarked funds of €236 million and €273 million, respectively, were included in cash and cash equivalents.

The Fresenius Group operates a multicurrency notional cash pooling management system. In this cash pooling management system amounts in euro and other currencies are offset without being transferred to a specific cash pool account. The system is used for an efficient utilization of funds within the Fresenius Group. The Fresenius Group met the conditions to offset balances within this cash pool for reporting purposes. At December 31, 2024, €17 million (December 31, 2023: €9 million) of the cash balances and

the equivalent amount of the overdraft balances were offset. Before this offset, cash and cash equivalents as of December 31, 2024 were €2,299 million (December 31, 2023: €2,571 million) and short-term debt was €763 million (December 31, 2023: €1,070 million.

16. TRADE ACCOUNTS AND OTHER RECEIVABLES

As of December 31, trade accounts and other receivables were as follows:

€ i
illio
n m
ns		 202
4		 202
3
cei
Tra
de
d o
the
vab
les
nts
acc
ou
an
r re		 816
3,		 4,
02
1
les
llow
for
ted
ed
it lo
s a
anc
es
ex
pec
cr
sse
s		 31
6		 34
8
cei
Tra
de
d o
the
ble
nts
et
acc
ou
an
r re
va
s, n		 3,
50
0		 3,
673

Within trade accounts and other receivables (before allowances) as of December 31, 2024, €3,816 million (December 31, 2023: €4,019 million) relate to revenue from contracts with customers as defined by IFRS 15. This amount includes €316 million (December 31, 2023: €347 million) of allowances for expected credit losses. Trade accounts and other receivables from other revenue were recorded in an immaterial amount.

All trade accounts and other receivables are due within one year. Trade accounts and other receivables with a term of more than one year in the amount of €26 million (2023: €43 million) are included in other noncurrent assets.

The following table shows the development of the allowances for expected credit losses during the fiscal year:

€ i
illio
n m
ns		 202
4		 202
3
dit
All
fo
ed
lo
ect
ow
an
ces
r e
xp
cre
sse
s
the
be
inn
ing
of
th
at
g
e y
ear		 34
8		 473
Ch
e in
tio
lua
llow
ord
ed
ang
va
n a
anc
es
as
rec
in t
he
sol
ida
ted
of
in
sta
tem
ent
con
com
e		 2 100
ite­
off
rie
f a
Wr
nd
unt
s a
rec
ove
s o
mo
s
vio
usl
ritt
off
pre
en­
y w		 -10 1
eig
ati
For
nsl
tra
n c
urr
enc
y
on		 -5 5
Re
cla
ssi
fica
tio
"As
ela
ted
to
set
ns
s r
ius
ica
l C
Fre
M
ed
be
to
to
sen
are
5''
dec
olid
d u
nde
r IF
RS
ate
ons		 n.a -21
1
le''
Re
cla
ssi
fica
tio
As
s h
eld
fo
to
set
ns
r sa
"		 -19 -20
All
fo
ed
dit
lo
ect
ow
an
ces
r e
xp
cre
sse
s
f th
the
d o
at
en
e y
ear		 6
31		 34
8

The valuation allowances as recorded in the consolidated statement of income in fiscal year 2023 were mainly attributable to revaluations as a result of the Vamed transformation. Further allowances for expected credit losses are included in other assets (see notes 18, Other financial assets, and 19, Other assets). As of December 31, 2024, the Fresenius Group had total allowances for expected credit losses of €465 million (2023: €501 million).

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The following table shows the credit risk rating grades of trade accounts receivable and their allowances for expected credit losses:

De
be
r 3
1,
202
4
cem		 De
ber
31
202
3
cem
,
€ i
illio
n m
ns		 Tot
al		 the
f
reo
e1
rdu
ove		 the
f cr
edit
reo
d2
imp
aire		 Tot
al		 the
reof
e1
rdu
ove		 the
reof
dit
cre
d2
imp
aire
Tra
de
d o
the
cei
vab
les
nts
acc
ou
an
r re		 3,
816		 1,
353		 38
9		 4,
02
1		 1,
59
8		 41
1
for
it lo
les
llow
ted
ed
s a
anc
es
ex
pec
cr
sse
s		 6
31		 293 254 34
8		 30
0		 286
Tra
de
d o
the
cei
ble
nts
et
acc
ou
an
r re
va
s, n		 3,
50
0		 1,
060		 135 3,
673		 1,
29
8		 125

1 Receivables are classified as overdue from the first day of exceeding the contractually agreed payment term.

2 In case of objective evidence of a detrimental impact on the estimated future cash flows of a financial asset, the asset is considered to be credit impaired. This is generally the case after more than 360 days overdue, at the latest.

17. INVENTORIES

As of December 31, inventories consisted of the following:

In 2024 and 2023, there were no reversals of writedowns.

The companies of the Fresenius Group are obliged to

€ i
illio
n m
ns		 202
4		 202
3
Raw
ria
ls a
nd
rch
d c
ate
ts
m
pu
ase
om
po
nen		 883 898
Wo
rk
in
pro
ces
s		 274 279
Fin
ish
ed
ds
goo		 1,
589		 1,
47
2
les
s r
ese
rve
s		 173 132
ori
Inv
ent
t
es,
ne		 2,
573		 2,
51
7

purchase approximately €496 million of raw materials and purchased components under fixed terms, of which €317 million was committed at December 31, 2024 for 2025. The terms of these agreements run one to four years.

18. OTHER FINANCIAL ASSETS

As of December 31, other financial assets were comprised of the following according to the categorization of the financial instruments:

202 202
3
€ i
illio
n m
ns		 the
f sh
ort-
term
reo
Co
ati
eiv
ab
le r
ltin
fro
Ge
hos
ital
law
mp
ens
on
rec
esu
g
m
rm
an
p		 1,
28
1		 1,
28
1		 1,
36
0		 1,
36
0
Lon
loa
ter
g­
m
ns		 187 33 41 18
De
its
pos		 32 8 60 9
riva
tive
fin
ial
ins
De
tru
nts
anc
me		 27 12 42 33
Eq
uity
in
tm
ent
ves
s		 16 -- 35 --
Oth
ets
er
ass		 305 88 32
6		 84
Ot
he
r fi
nci
al a
ts,
net
na
sse		 1,
848		 1,
42
2		 1,
864		 1,
504
All
ow
anc
es		 124 78 103 --
Ot
he
r fi
nci
al a
ts,
na
sse
gro
ss		 972
1,		 50
0
1,		 967
1,		 504
1,

The compensation receivable resulting from German hospital law mainly relates to income equalization claims for hospital services.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

19. OTHER ASSETS

As of December 31, other assets were comprised of the following:

202
4		 202
3
€ i
illio
n m
ns		 the
f sh
ort-
term
reo		 the
f sh
ort-
term
reo
Ac
cei
vab
le r
ltin
fro
m G
hos
ital
law
nts
cou
re
esu
g
erm
an
p		 264 202 343 325
Co
ntr
act
set
as
s		 178 178 353 353
Ta
iva
ble
x r
ece
s		 127 105 140 122
Ad
nts
van
ce
pay
me		 83 82 77 77
id e
Pre
pa
xp
ens
es		 80 44 87 58
At
uity
in
tm
ent
eq
ves
s		 54 -- 21 --
Pre
id
nd
ins
t a
pa
ren
ura
nce		 9 9 10 10
Oth
ets
er
ass		 58
1		 525 644 58
8
Ot
he
ts,
net
r a
sse		 1,
37
6		 1,
145		 1,
675		 1,
533
All
ow
anc
es		 25 24 50 20
Ot
he
ts,
r a
sse
gro
ss		 1,
40
1		 1,
169		 1,
725		 1,
553

Contract assets mainly related to longterm production contracts for which revenue is recognized over time. The decrease in fiscal year 2024 is mainly due to the exit from Fresenius Vamed. In addition, as of December 31, 2024, allowances for expected credit losses of €6 million (2023: €4 million) had to be recognized.

The accounts receivable resulting from German hospital law contain approved but not yet received earmarked subsidies of the Fresenius Helios operations. The approval is evidenced in a letter written by the granting authorities that Fresenius Helios has already received.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

20. PROPERTY, PLANT AND EQUIPMENT

As of December 31, the acquisition and manufacturing costs as well as accumulated depreciation of property, plant and equipment consisted of the following:

ACQUISITION AND MANUFACTURING COSTS

€ i
illio
n m
ns		 As
of
Jan
y 1,
20
24
uar		 For
eig
n cu
rren
cy
slat
ion
tran		 Cha
s in
nge
soli
dat
ion
con		 Add
itio
ns		 Rec
lass
ifica
tion
s		 Dis
als
pos		 Rec
lass
ifica
tion
s to
le''
"As
he
ld fo
sets
r sa		 As
of
Dec
ber
31
, 20
24
em
Lan
d		 804 1 -1 3 8 -6 -32 777
ild
ing
im
Bu
nd
ent
s a
pro
vem
s		 6,
312		 36 -58 158 503 -28 -61
7		 6,
6
30
Ma
chi
nd
ipm
ent
ner
y a
equ		 5,
889		 65 -10 22
1		 549 -14
1		 -23
8		 6,
335
Co
tio
n i
nst
ruc
n p
rog
res
s		 1,
903		 24 -- 39
1		 106
-1,		 -22 -43 1,
147
Pro
lan
nd
uip
rty
t a
nt
pe
, p
eq
me		 14,
908		 126 -69 773 -46 -19
7		 -93
0		 14,
565

DEPRECIATION

€ i
illio
n m
ns		 As
of
Jan
y 1,
20
24
uar		 For
eig
n cu
rren
cy
ion
tran
slat		 Cha
s in
nge
soli
ion
dat
con		 Add
itio
ns		 Rec
lass
ifica
tion
s		 Dis
als
pos		 Rec
lass
ifica
tion
s to
ld fo
le''
"As
sets
he
r sa		 As
of
Dec
ber
31
, 20
24
em
Lan
d		 18 1 -- 3 0 0 -1 21
Bu
ild
ing
nd
im
ent
s a
pro
vem
s		 2,
203		 7 -60 22
1		 20 -23 -24
0		 2,
128
chi
ipm
Ma
nd
ent
ner
y a
equ		 3,
717		 27 -11 43
5		 -10 -13
2		 -18
7		 3,
839
Co
tio
n i
nst
ruc
n p
rog
res
s		 6 0 -- 2 0 -- 0 8
uip
Pro
lan
nd
rty
t a
nt
pe
, p
eq
me		 5,
944		 35 -71 66
1		 10 -15
5		 -42
8		 996
5,

ACQUISITION AND MANUFACTURING COSTS

€ i
illio
n m
ns		 As
of
Jan
y 1,
20
23
uar		 For
eig
n cu
rren
cy
ion
tran
slat		 Cha
s in
nge
soli
ion
dat
con		 itio
Add
ns		 ifica
tion
Rec
lass
s		 Dis
als
pos		 Dis
als
pos		 Dis
als
pos		 As
of
Dec
ber
31
, 20
23
em
Lan
d		 89
1		 -1 -- 3 7 -14 -68 -14 804
Bu
ild
ing
nd
im
ent
s a
pro
vem
s		 10,
233		 -83 -4 106 539 -17 -4,
382		 -80 6,
312
chi
ipm
Ma
nd
ent
ner
y a
equ		 11,
703		 -13
2		 -32 46
8		 36
8		 -12
8		 -6,
266		 -92 5,
889
Co
tio
n i
nst
ruc
n p
rog
res
s		 2,
44
5		 -40 -- 624 -75
9		 -11 -35
3		 -3 1,
903
uip
Pro
lan
nd
rty
t a
nt
pe
, p
eq
me		 25,
272		 6
-25		 -36 1,
20
1		 155 -17
0		 069
-11
,		 -18
9		 14,
908

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

DEPRECIATION

€ i
illio
n m
ns		 As
of
Jan
y 1,
20
23
uar		 For
eig
n cu
rren
cy
slat
ion
tran		 Cha
s in
nge
soli
dat
ion
con		 Add
itio
ns		 Rec
lass
ifica
tion
s		 Dis
als
pos		 ifica
tion
Rec
lass
s to
"As
rel
ated
sets
to
Fre
ius
Med
ical
sen
Car
be
e to
dec
olid
ated
ons
und
er I
FRS
5"		 Rec
lass
ifica
tion
s to
le''
"As
he
ld fo
sets
r sa		 As
of
Dec
ber
31
, 20
23
em
Lan
d		 19 -3 -- 0 4 -1 -1 0 18
ildi
d i
Bu
ent
ngs
an
mp
rov
em
s		 4,
832		 -4 -24 345 9 -19 -2,
889		 -47 2,
203
Ma
chi
nd
ipm
ent
ner
y a
equ		 7,
50
1		 -81 -29 666 -12 -44 -4,
257		 -27 3,
717
Co
tio
n i
nst
ruc
n p
rog
res
s		 1 0 -- 5 -- 0 0 0 6
Pro
lan
nd
uip
rty
t a
nt
pe
, p
eq
me		 12,
353		 -88 -53 016
1,		 1 -64 -7,
147		 -74 944
5,

CARRYING AMOUNTS

€ i
illio
n m
ns		 Dec
ber
31
, 20
24
em		 Dec
ber
31,
202
3
em
Lan
d		 756 786
ildi
d i
Bu
ent
ngs
an
mp
rov
em
s		 4,
178		 4,
109
Ma
chi
nd
uip
nt
ner
y a
eq
me		 2,
49
6		 2,
172
Co
tio
n i
nst
ruc
n p
rog
res
s		 1,
139		 1,
897
Pro
lan
nd
uip
rty
t a
nt
pe
, p
eq
me		 8,
56
9		 8,
964

Depreciation and impairments on property, plant and equipment for fiscal years 2024 and 2023 amounted to €661 million and €1,016 million, respectively and included impairments of €65 million (2023: €53 million). Impairments mainly related to equipment as well as to buildings and

improvements. Costs of revenue, selling expenses, general and administrative expenses and research and development expenses comprise depreciation expense and impairments of €653 million (2023: €586 million (restated for Fresenius Vamed)) depending upon the use of the asset.

Machinery and equipment as of December 31, 2024 and 2023 included medical devices which Fresenius Kabi leased to hospitals, patients and physicians under operating leases in an amount of €198 million and €165 million, respectively.

For information on the development of the rightofuse assets, see note 34, Leases.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

21. GOODWILL AND OTHER INTANGIBLE ASSETS

As of December 31, the acquisition and manufacturing costs as well as accumulated amortization of intangible assets consisted of the following:

ACQUISITION AND MANUFACTURING COSTS

€ i
illio
n m
ns		 As
of
Jan
20
24
y 1,
uar		 For
eig
n cu
rren
cy
slat
ion
tran		 Cha
s in
nge
soli
dat
ion
con		 Add
itio
ns		 Rec
lass
ifica
tion
s		 Dis
als
pos		 Rec
lass
ifica
tion
s to
"As
he
ld fo
le"
sets
r sa		 As
of
Dec
ber
31
, 20
24
em
Go
odw
ill		 15,
113		 252 19 0 0 -18 -23
9		 15,
127
Cu
lati
hip
sto
me
r re
ons
s		 699 5 -- -- -- -- -- 704
Tra
de
wit
h f
init
sef
ul
live
nam
es
e u
s		 684 2 -- 0 -- -1 -- 685
Ca
ita
lize
d d
lop
nt
ts
p
eve
me
cos		 1,
243		 19 0 71 -21 -2 -- 1,
31
0
istr
ibu
tio
ig
Pat
rod
d d
hts
ent
uct
s, p
an
n r		 53
0		 32 -- 0 0 -4 0 55
8
Sof
twa
re		 982 5 2 85 19 -11 -29 1,
053
Te
chn
olo
gy		 44
8		 26 -- -- -- -- -- 474
Tra
de
wit
h i
nde
fin
ite
ful
live
nam
es
use
s		 14 0 -- -- -- -- -- 14
Oth
er		 173 0 0 11 16 -8 -2 190
Go
wi
int
ibl
od
ll a
nd
oth
ts
er
an
g
e a
sse		 886
19,		 34
1		 21 167 14 -44 -27
0		 20,
115

AMORTIZATION

€ i
illio
n m
ns		 As
of
Jan
y 1,
20
24
uar		 For
eig
n cu
rren
cy
ion
tran
slat		 Cha
s in
nge
soli
ion
dat
con		 itio
Add
ns		 ifica
tion
Rec
lass
s		 Dis
als
pos		 Rec
lass
ifica
tion
s to
ld fo
"As
sets
he
le"
r sa		 As
of
Dec
ber
31
, 20
24
em
Go
odw
ill		 24 -- -- 18 -- -- -- 42
Cu
lati
hip
sto
me
r re
ons
s		 299 4 -- 35 -- -- -- 33
8
wit
h f
init
sef
live
Tra
de
ul
nam
es
e u
s		 284 1 -- 40 -- -1 -- 324
Ca
ita
lize
d d
lop
nt
ts
p
eve
me
cos		 39
6		 16 0 50 0 -1 -- 46
1
istr
ibu
tio
ig
Pat
rod
d d
hts
ent
uct
s, p
an
n r		 40
5		 25 -- 25 -- -4 0 45
1
Sof
twa
re		 534 3 2 117 0 -10 -23 623
Te
chn
olo
gy		 235 15 -- 27 -- -- -- 277
Oth
er		 89 0 0 13 0 -9 -1 92
wi
int
ibl
Go
od
ll a
nd
oth
ts
er
an
g
e a
sse		 2,
266		 64 2 325 0 -25 -24 2,
608

Reclassifications to

Consolidated statement of income | Consolidated statement of comprehensive income | Consolidated statement of financial position

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

ACQUISITION AND MANUFACTURING COSTS

€ i
illio
n m
ns		 As
of
Jan
y 1,
20
23
uar		 For
eig
n cu
rren
cy
slat
ion
tran		 Cha
s in
nge
soli
dat
ion
con		 Add
itio
ns		 Rec
lass
ifica
tion
s		 Dis
als
pos		 Rec
lass
ifica
tion
s to
"As
rel
ated
sets
to
Fre
ius
Med
ical
sen
Car
be
e to
dec
olid
ated
ons
und
er I
FRS
5"		 Rec
lass
ifica
tion
s to
"As
he
ld fo
le"
sets
r sa		 As
of
Dec
ber
31
, 20
23
em
Go
ill
odw		 685
31,		 -47
7		 -43 1 -1 -6 624
-15
,		 -42
2		 15,
113
Cu
lati
hip
sto
me
r re
ons
s		 777 -5 0 -- -- -- -73 -- 699
Tra
de
wit
h f
init
sef
ul
live
nam
es
e u
s		 695 -1 -- 0 -- -- -10 -- 684
Ca
ital
ize
d d
lop
nt
ts
p
eve
me
cos		 37
1,
1		 -23 -2 41 -19 -6 8
-11		 -1 243
1,
Pat
rod
d d
istr
ibu
tio
ig
hts
ent
uct
s, p
an
n r		 684 -20 0 0 0 -3 -13
1		 0 53
0
Sof
twa
re		 1,
832		 -11 -2 135 64 -95 6
-92		 -15 982
Te
chn
olo
gy		 1,
147		 -24 0 0 -- 0 -67
5		 -- 44
8
wit
h i
fin
ite
ful
live
Tra
de
nde
nam
es
use
s		 30
8		 -5 -- -- -- -- -24
8		 -41 14
No
te
nts
n­c
om
pe
ag
ree
me		 355 -7 0 -- -- -1 -34
7		 -- --
Ma
ent
ntr
act
nag
em
co
s		 3 -- -- -- -- -- -3 -- --
Oth
er		 2
44		 -7 -3 19 3 -10 -26
5		 -6 173
wi
int
ibl
Go
od
ll a
nd
oth
ts
er
an
g
e a
sse		 39,
299		 -58
0		 -50 196 47 -12
1		 -18
42
0
,		 -48
5		 19,
886

AMORTIZATION

€ i
illio
n m
ns		 As
of
Jan
y 1,
20
23
uar		 For
eig
n cu
rren
cy
ion
slat
tran		 Cha
s in
nge
soli
ion
dat
con		 itio
Add
ns		 ifica
tion
Rec
lass
s		 Dis
als
pos		 "As
rel
ated
sets
to
ius
ical
Fre
Med
sen
Car
be
e to
dec
olid
ated
ons
FRS
und
er I
5"		 Rec
lass
ifica
tion
s to
ld fo
"As
he
le"
sets
r sa		 As
of
Dec
ber
31
, 20
23
em
Go
odw
ill		 195 -- -- 24 -- -- -19
5		 -- 24
Cu
lati
hip
sto
me
r re
ons
s		 290 -3 0 37 -- -- -25 -- 299
wit
h f
init
sef
live
Tra
de
ul
nam
es
e u
s		 252 0 -- 41 -- -- -9 -- 284
Ca
ita
lize
d d
lop
nt
ts
p
eve
me
cos		 362 -9 0 94 0 -3 -48 -- 39
6
Pat
rod
d d
istr
ibu
tio
ig
hts
ent
uct
s, p
an
n r		 500 -15 0 48 -- -3 -12
5		 0 40
5
Sof
twa
re		 836 -5 -2 156 4 -34 -42
0		 -1 534
Te
chn
olo
gy		 46
9		 -9 -- 59 -- -- -28
4		 -- 235
No
te
nts
n­c
om
pe
ag
ree
me		 33
0		 -6 -- 4 0 -1 -32
7		 -- --
Ma
ent
ntr
act
nag
em
co
s		 2 -- -- -- -- -- -2 -- --
Oth
er		 235 -3 -3 19 0 -2 -15
7		 0 89
Go
od
wi
ll a
nd
oth
int
ibl
ts
er
an
g
e a
sse		 3,
47
1		 -50 -5 48
2		 4 -43 -1,
592		 -1 2,
266

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

CARRYING AMOUNTS

€ i
illio
n m
ns		 Dec
ber
31
, 20
24
em		 Dec
ber
31,
202
3
em
Go
odw
ill		 15,
085		 15,
089
Cu
lati
hip
sto
me
r re
ons
s		 36
6		 40
0
Tra
de
wit
h f
init
sef
ul
live
nam
es
e u
s		 36
1		 40
0
Ca
ital
ize
d d
lop
nt
ts
p
eve
me
cos		 849 847
istr
ibu
tio
ig
Pat
rod
d d
hts
ent
uct
s, p
an
n r		 107 125
Sof
twa
re		 43
0		 44
8
Te
chn
olo
gy		 197 213
Tra
de
wit
h i
nde
fin
ite
ful
live
nam
es
use
s		 14 14
Oth
er		 98 84
Go
od
wi
ll a
nd
oth
int
ibl
ts
er
an
g
e a
sse		 50
17,
7		 620
17,

Amortization and impairments on intangible assets amounted to €325 million and €482 million in fiscal years 2024 and 2023, respectively, and include impairments in an amount of €28 million (2023: €104 million). The impairments mainly

related to goodwill and capitalized development costs (2023: capitalized development costs, goodwill as well as patents, product and distribution rights). Costs of revenue, selling expenses, general and administrative expenses and research and development expenses comprise depreciation expense and impairments of €323 million (2023: €375 million (restated for Fresenius Vamed)) depending upon the use of the asset.

The split of intangible assets into amortizable and non-amortizable intangible assets is shown in the following tables:

AMORTIZABLE INTANGIBLE ASSETS

De
be
r 3
202
1,
4
cem		 De
ber
31
202
3
cem
,
€ i
illio
n m
ns		 uisi
tion
Acq
cos
t		 Acc
ed am
ulat
um
izat
ion
ort		 Car
ryin
g am
t
oun		 uisi
tion
Acq
cos
t		 Acc
ed amo
ulat
um
rtiz
atio
n		 Car
ryin
g amo
unt
Cu
lati
hip
sto
me
r re
ons
s		 704 33
8		 36
6		 699 299 40
0
Tra
de
nam
es		 685 324 36
1		 684 284 40
0
Ca
ital
ize
d d
lop
nt
ts
p
eve
me
cos		 1,
31
0		 46
1		 849 1,
243		 39
6		 847
Pat
rod
d d
istr
ibu
tio
ig
hts
ent
uct
s, p
an
n r		 55
8		 45
1		 107 53
0		 40
5		 125
Sof
twa
re		 053
1,		 623 43
0		 982 534 8
44
Te
chn
olo
gy		 474 277 197 44
8		 235 213
Oth
er		 190 92 98 173 89 84
To
tal		 4,
974		 2,
56
6		 2,
40
8		 4,
759		 2,
242		 2,
51
7

Fresenius Kabi capitalized development costs in an amount of €849 million at December 31, 2024 (December 31, 2023: €847 million). The amortization was recorded on a straightline basis over a useful life of 5 to 10 years and

amounted to €41 million for fiscal year 2024 (2023: €34 million). Furthermore, in 2024, research and development expenses included impairments of €9 million (2023: €33 million) (see note 7, Research and development expenses). These are included in the preceding amortization tables in the column additions.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

NON-AMORTIZABLE INTANGIBLE ASSETS

De
be
r 3
1,
202
4
cem		 De
ber
31
202
3
cem
,
€ i
illio
n m
ns		 Acq
uisi
tion
cos
t		 Acc
ed am
ulat
um
izat
ion
ort		 Car
ryin
g am
t
oun		 Acq
uisi
tion
cos
t		 Acc
ed amo
ulat
um
rtiz
atio
n		 Car
ryin
g amo
unt
Go
odw
ill		 15,
127		 42 15,
085		 15,
113		 24 15,
089
Tra
de
nam
es		 14 -- 14 14 -- 14
To
tal		 15,
141		 42 15,
099		 15,
127		 24 15,
103

The carrying amount of goodwill has developed as follows:

€ i
illio
n m
ns		 ius
Fre
sen
Kab
i		 ius
Fre
sen
Hel
ios		 ius
Fre
sen
Med
ical
Ca
re		 ius
Fre
sen
Vam
ed		 Cor
ate
por		 ius
Fre
sen
Gro
up
Ca
ing
of
Jan
1,
202
3
nt
rry
am
ou
as
ua
ry		 6,
30
7		 9,
073		 15,
79
1		 313 6 31,
49
0
Ad
dit
ion
s		 -- 2 3 1 0 6
Dis
als
pos		 -- -6 -48 -- -- -54
Im
irm
lo
ent
pa
ss		 -- -22 -2 -- -- -24
Re
cla
ssi
fica
tio
ns		 -- -- -- -1 -- -1
For
eig
nsl
ati
tra
n c
urr
enc
on
y		 -15
8		 1 -32
1		 1 0 -47
7
ssi
fica
tio
niu
ica
l C
Re
cla
"As
ela
ted
Fr
s M
ed
to
set
to
ns
s r
ese
are
be
dec
olid
d u
nde
r IF
RS
5"
to
ate
ons		 n.a n.a -15
42
3
,		 n.a -6 -15
42
9
,
ssi
fica
tio
fo
Re
cla
"As
s h
eld
le"
to
set
ns
r sa		 n.a -42
2		 n.a n.a n.a -42
2
Ca
ing
of
De
be
r 3
1,
202
3
nt
rry
am
ou
as
cem		 6,
149		 8,
626		 -- 314 0 15,
089
dit
ion
Ad
s		 -- 19 -- -- 0 19
Dis
als
pos		 -18 -- -- -- -- -18
Im
irm
lo
ent
pa
ss		 -- -- -- -18 -- -18
ssi
fica
tio
Re
cla
ns		 -- -- -- -57 57 --
For
eig
nsl
ati
tra
n c
urr
enc
y
on		 252 -- -- 0 0 252
ssi
fica
tio
fo
Re
cla
"As
s h
eld
le"
to
set
ns
r sa		 -- -- -- -23
9		 -- -23
9
Ca
ing
of
De
be
r 3
1,
202
4
nt
rry
am
ou
as
cem		 6,
383		 8,
645		 -- -- 57 15,
085

Apart from the deconsolidation of Fresenius Medical Care, foreign currency translation differences were the main reason for a decrease in goodwill in fiscal year 2023.

Based on the impairment tests performed, the Fresenius Group did not record any impairment losses related to goodwill in fiscal years 2024 and 2023 after having compared each CGU's value in use to its carrying amount. In fiscal year 2024, impairments of €18 million were recognized

in connection with the decision to scale back the international project business. In fiscal year 2023, impairments in an amount of €22 million were recognized in connection with legal portfolio adjustments.

As of December 31, 2024 and December 31, 2023, the carrying amounts of the other nonamortizable intangible assets were €14 million for the cash generating units of Fresenius Kabi.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

22. INTERESTS IN ASSOCIATES

Fresenius SE&Co. KGaA owned 32% of the subscribed capital of Fresenius Medical Care AG at the end of fiscal year 2024 and accounts for this investment according to the equity method.

Fresenius Medical Care offers services and products for patients with chronic kidney failure. Dialyzers and dialysis machines are among the most important product lines. In addition, Fresenius Medical Care offers dialysis-related services. This associate is being held as an investment company.

The carrying amount of the investment was €3,639 million at December 31, 2024 (2023: €3,500 million), while the fair value based on the quoted market price of €44.16 per share was €4,168 million.

The income from investments accounted for using the equity method reported in the consolidated statement of income mainly includes the income from the investment in Fresenius Medical Care AG.

The following table contains summarized financial information of Fresenius Medical Care AG. The statement of financial position values include fair value adjustments, the amortization of which is shown in the reconciliation table.

€ i
illio
n m
ns		 202
4		 202
3
Cu
nt
ets
rre
ass		 7,
923		 9,
063
No
ent
set
n-c
urr
as
s		 23,
912		 23,
725
Sh
lia
bil
itie
ort
-te
rm
s		 5,
697		 6,
099
liab
ilit
ies
Lon
ter
g-
m		 13,
138		 14,
110
Ne
t a
ts
sse		 13,
000		 12,
57
9
Ne
f sh
ho
lde
f
t a
ts o
sse
are
rs o
Fre
ius
M
ed
ica
l C
AG
sen
are		 11,
314		 10,
879
ing
in
Ne
of
oll
t a
ts
ntr
ter
est
sse
no
nco
s		 686
1,		 1,
700
€ i
illio
n m
ns		 202
4		 202
3
Rev
en
ue		 19,
33
6		 19,
454
t in
Ne
com
e		 74
1		 732
Oth
hen
siv
e in
e (
los
s),
net
er
com
pre
com		 716 -57
5
siv
e i
To
tal
reh
(lo
ss)
co
mp
en
nco
me		 1,
45
7		 157
€ i
illio
n m
ns		 202
4		 202
3
Ca
ing
of
inv
de
nt
est
nt
rry
am
ou
me
un
r
the
uit
eth
od
Jan
1
at
eq
y m
ua
ry		 3,
50
0		 3,
552
Div
ide
cei
nds
ved
re		 -11
2		 --
Pro
rtio
inc
ttri
but
ab
le t
he
nat
et
o t
po
e n
om
e a
of
niu
ica
l C
AG
sha
reh
old
Fr
s M
ed
ers
ese
are		 173 -7
Pro
rtio
the
hen
siv
e in
nat
po
e o
r c
om
pre
com
e
rib
f
ble
th
har
eho
lde
att
uta
to
e s
rs o
Fre
ius
M
ed
ica
l C
AG
sen
are		 204 -36
Pro
rtio
the
han
in
uity
nat
po
e o
r c
ges
eq		 8 -4
Am
iza
tio
f th
ffe
of
th
has
ort
cts
n o
e e
e p
urc
e
ice
al
loc
ati
thr
h p
rof
it o
r lo
pr
on
oug
ss		 -13
4		 -5
Ca
ing
of
inv
nt
est
nt
rry
am
ou
me
de
r th
ity
eth
od
De
be
r 3
1
at
un
e e
qu
m
cem		 3,
639		 3,
50
0

Via Aceso Topco 1 S.à r.l., Fresenius SE&Co. KGaA owned 30% of Vamed's rehabilitation business at December 31, 2024 and accounts for this investment according to the equity method.

The rehabilitation business which also includes specialized healthcare services in the areas of prevention, acute care and nursing, provides inpatient and outpatient rehabilitation services to patients in various European countries.

The carrying amount of the investment corresponded to its fair value of €45 million at December 31, 2024 (December 31, 2023: n.a.).

Further investments in equity method investees are not material to the Fresenius Group.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

23. PROVISIONS

As of December 31, provisions consisted of the following:

202 4 202
3
€ i
illio
n m
ns		 f
the
reo
sho
rt-t
erm		 reof
the
sho
rt-te
rm
Per
nel
son
ex
pen
ses		 293 155 229 159
vis
ion
s fo
laim
ith
ible
Pro
ded
uct
r c
s w
s		 255 32 212 21
Wa
nti
and
lain
ts
rra
es
co
mp		 232 23
1		 235 233
Int
ble
late
d t
o i
st p
ta
ere
aya
re
nco
me
xes		 55 -- 49 --
Lit
iga
tio
nd
oth
leg
al r
isk
n a
er
s		 44 19 42 22
Oth
vis
ion
er
pro
s		 50
1		 226 555 364
Pro
vis
ion
s		 38
0
1,		 663 322
1,		 799

The following table shows the development of provisions in the fiscal year:

€ i
illio
n m
ns		 As
of
Jan
y 1,
20
24
uar		 For
eig
n
cur
ren
cy
slat
ion
tran		 Cha
s in
nge
soli
dat
ion
con		 Add
itio
ns		 Rec
lass
ifica
tion
s		 Util
ized		 Rev
d
erse		 Rec
lass
ifica
tion
s to
"Lia
bilit
ies
dire
ctly
ocia
wit
ted
h
ass
the
held
ets
ass
''
for
sale		 As
of
Dec
ber
31
, 20
24
em
Per
nel
son
ex
pen
ses		 229 1 -3 213 22 -11
2		 -30 -27 293
Pro
vis
ion
s fo
laim
ith
ded
ible
uct
r c
s w		 212 0 -- 71 -- -12 -16 0 255
Wa
nti
and
lain
ts
rra
es
co
mp		 235 0 0 154 -- -12
2		 -29 -6 232
Int
ble
late
d t
o i
st p
ta
ere
aya
re
nco
me
xes		 49 0 -- 7 -- -1 0 -- 55
Lit
iga
tio
nd
oth
leg
al r
isk
n a
er
s		 42 -1 3 14 3 -10 -6 -1 44
Oth
vis
ion
er
pro
s		 555 0 -18 234 -25 -11
5		 -10
7		 -23 50
1
To
tal		 1,
322		 0 -18 693 -- -37
2		 -18
8		 -57 1,
38
0

Provisions for personnel expenses mainly refer to sharebased and other compensation plans, severance payments and jubilee payments.

Other provisions include €82 million in provisions for onerous contracts, mainly from Vamed's project business. €58 million of the provisions for onerous contracts are long-term.

For details regarding litigation and other legal risks, please see note 33, Commitments and contingencies.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

24. OTHER FINANCIAL LIABILITIES

As of December 31, other financial liabilities consisted of the following according to the categorization of the financial instruments:

202
4		 202
3
€ i
illio
n m
ns		 the
f
reo
sho
rt-t
erm		 the
reof
sho
rt-te
rm
oic
ing
Inv
nd
out
sta
es		 844 844 922 922
Put
tio
n l
iab
ilit
ies
op		 688 14 522 14
Ac
ed
tin
din
for
isit
ion
t p
ent
uts
tan
cru
con
gen
aym
s o
g
ac
qu
s		 32
6		 41 39
7		 85
Co
ati
ab
le r
ltin
fro
m G
hos
ital
law
mp
ens
on
pay
esu
g
erm
an
p		 275 275 212 212
Bo
and
di
unt
nus
es
sco
s		 264 264 272 272
ith
dit
De
bto
bal
rs w
cre
anc
es		 25 25 31 31
De
riva
tive
fin
ial
ins
tru
nts
anc
me		 22 20 15 15
Leg
al m
dvi
nd
aud
it f
att
ers
, a
sor
y a
ees		 21 21 27 27
Co
iss
ion
mm
s		 13 13 21 21
All
her
lia
bil
itie
ot
s		 36 32 51 45
Ot
he
r fi
nci
al
liab
ilit
ies
na		 2,
514		 9
1,
54		 2,
0
47		 644
1,

The Fresenius Group, as option writer of existing put options, has potential obligations to purchase noncontrolling interests held by third parties in certain of its consolidated subsidiaries. If these put options were exercised, the Fresenius Group would be required to purchase all or part of thirdparty owners' noncontrolling interests at the present value of the redemption amount based on the fair value at the time of exercise.

The accrued contingent payments outstanding for acquisitions include €177 million at December 31, 2024 (2023: €237 million) for the acquisition of the biosimilars business as well as €105 million (2023: €104 million) for the acquisition of the Ivenix business and €27 million (2023: €38 million) for the acquisition of the mAbxience business.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

25. OTHER LIABILITIES

As of December 31, other liabilities consisted of the following:

4 202 3
the
f
reo
sho
rt-t
erm		 the
reof
sho
rt-te
rm
833 817 895 878
46
8		 9
41		 502 49
7
225 192 247 214
199 173 224 200
68 63 88 72
553 43
0		 750 616
2,
34
6		 2,
094		 2,
706		 2,
47
7
202

Personnel liabilities mainly include liabilities for wages and salaries and social security liabilities.

The accounts payable resulting from German hospital law contain earmarked subsidies received but not yet spent appropriately by Fresenius Helios. The amount not yet spent appropriately is classified as liability.

26. DEBT

As of December 31, debt consisted of the following:

Bo
ok
val
ue
202
4		 202
3
€ i
illio
n m
ns		 the
f sh
the
reof
sho
ort-
term
reo		 rt-te
rm
Sch
ein
uld
sch
Lo
ans		 1,
37
7		 -- 622
1,		 246
Fre
ius
SE
&C
KG
aA
Co
ial
Pap
sen
o.
mm
erc
er		 70 70 47
0		 47
0
Loa
n f
th
e E
n I
Ba
nk
stm
ent
rom
uro
pea
nve		 40
0		 40
0		 40
0		 --
Oth
de
bt
er		 62
1		 258 765 325
Int
st l
iab
ilit
ies
ere		 18 18 20 20
De
bt		 2,
48
6		 746 3,
277		 06
1,
1

Other short-term debt mainly consists of borrowings by certain entities of the Fresenius Group under lines of credit with commercial banks. The average interest rates on the

borrowings at December 31, 2024 and 2023 were 2.10% and 1.08%, respectively.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

As of December 31, Schuldschein Loans of the Fresenius Group net of debt issuance costs consisted of the following:

ok
val
ue
illio
n m
ns
Not
iona
l am
t
oun		 Mat
urit
y		 Inte
rest
rat
e
fixe
d /
iabl
var
e		 202
4		 202
3
ius
SE
&C
KG
Fre
aA
20
17
/20
24
sen
o.		 46
mi
llio
€2
n		 Jan
31,
20
24
uar
y		 1.4
0%		 -- 246
Fre
ius
SE
&C
KG
aA
20
23
/20
26
sen
o.		 €3
09
mi
llio
n		 Ma
29,
20
26
y		 4.4
0%
/
iab
le
var		 30
9		 30
9
Fre
ius
SE
&C
KG
aA
20
19
/20
26
sen
o.		 €2
38
mi
llio
n		 Se
ber
23
202
6
tem
p
,		 0.8
5%
/
iab
le
var		 238 238
Fre
ius
SE
&C
KG
aA
20
/20
27
17
sen
o.		 €2
07
mi
llio
n		 Jan
29,
20
27
uar
y		 1.9
6%
/
iab
le
var		 206 206
Fre
ius
SE
&C
KG
aA
20
23
/20
28
sen
o.		 €4
05
mi
llio
n		 Ma
30,
20
28
y		 4.6
2%
/
iab
le
var		 404 404
Fre
ius
SE
&C
KG
aA
20
19
/20
29
sen
o.		 €8
illio
4 m
n		 Se
ber
24
202
9
tem
p
,		 0%
1.1		 84 84
Fre
ius
SE
&C
KG
aA
20
23
/20
30
sen
o.		 €1
36
mi
llio
n		 Ma
31,
20
30
y		 4.7
7%
/
iab
le
var		 136 135
Sc
in
hu
lds
che
Loa
ns		 1,
37
7		 622
1,
Int
st l
iab
ilit
ies
ere		 16 20

On May 30, 2023, Fresenius SE&Co. KGaA issued €850 million of sustainability-linked Schuldschein Loans in six tranches with fixed and variable interest rates with maturities of three, five and seven years. The proceeds were used for general corporate purposes including refinancing of existing financial liabilities. The margin is linked to the achievement of sustainability targets in the areas of treatment quality and product safety.

On January 31, 2022, Fresenius SE &Co. KGaA drew a loan from the European Investment Bank in the amount of €400 million with variable interest rates which is due on December 15, 2025.

The syndicated credit facility of Fresenius SE&Co. KGaA in the amount of €2.0 billion which was entered into in July 2021 serves as backup line. As an expression of the company's commitment to integrating sustainability into all aspects of its business, a sustainability component has been embedded in the credit line. In June 2023, the syndicated credit facility was extended by a further year until July 1, 2028. It was undrawn as of December 31, 2024. In addition, further bilateral facilities are available to the Fresenius Group which have not been utilized, or have only been utilized in part, as of the reporting date.

At December 31, 2024, the available borrowing capacity resulting from unutilized credit facilities was approximately €3.0 billion. Thereof, €2.0 billion related to the syndicated credit facility and approximately €1.0 billion to bilateral facilities with commercial banks

In addition, Fresenius SE&Co. KGaA has a commercial paper program in the amount of €1,500 million under which shortterm notes can be issued. As of December 31, 2024, the commercial paper program of Fresenius SE&Co. KGaA was utilized in the amount of €70 million.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

27. BONDS

Fresenius SE&Co.KGaA maintains a debt issuance program which enables the company to issue bonds up to a total volume of €15 billion in various currencies and maturities. In

the previous fiscal year, the proceeds of the financing activities were mainly used for general corporate purposes, including refinancing of existing financial liabilities.

As of December 31, bonds of the Fresenius Group net of debt issuance costs consisted of the following:

Bo
ok
val
€ i
illio
ue
n m
ns
Not
iona
l am
t
oun		 Mat
urit
y		 Inte
rest
rat
e		 202
4		 202
3
Fre
ius
Fi
Ire
lan
d P
LC
20
17
/20
24
sen
nan
ce		 €7
00
mi
llio
n		 Jan
. 30
202
4
,		 1.5
0%		 -- 700
Fre
ius
Fi
Ire
lan
d P
LC
202
1/2
025
sen
nan
ce		 €5
00
mi
llio
n		 Oc
t. 1
202
5
,		 0.0
0%		 49
9		 49
8
Fre
ius
Fi
Ire
lan
d P
LC
20
/20
27
17
sen
nan
ce		 €7
00
mi
llio
n		 Feb
20
27
. 1,		 2.1
25
%		 698 697
Fre
ius
Fi
Ire
lan
d P
LC
202
1/2
028
sen
nan
ce		 €5
00
mi
llio
n		 Oc
t. 1
202
8
,		 0.5
0%		 49
8		 49
8
ius
Fi
LC
Fre
Ire
lan
d P
202
1/2
03
1
sen
nan
ce		 mi
llio
€5
00
n		 Oc
t. 1
203
1
,		 0.8
75
%		 6
49		 6
49
Fre
ius
Fi
Ire
lan
d P
LC
20
17
/20
32
sen
nan
ce		 €5
00
mi
llio
n		 Jan
. 30
203
2
,		 3.0
0%		 49
7		 49
6
Fre
ius
SE
&C
KG
aA
20
19
/20
25
sen
o.		 €5
00
mi
llio
n		 Feb
. 15
202
5
,		 1.8
75
%		 50
0		 49
9
Fre
ius
SE
&C
KG
aA
20
22
/20
25
sen
o.		 €7
50
mi
llio
n		 Ma
24,
20
25
y		 1.8
75
%		 750 749
Fre
ius
SE
&C
KG
aA
20
22
/20
26
sen
o.		 €5
00
mi
llio
n		 Ma
28,
20
26
y		 4.2
5%		 49
9		 49
8
Fre
ius
SE
&C
KG
aA
20
20
/20
26
sen
o.		 €5
00
mi
llio
n		 Se
t. 2
8,
202
6
p		 0.3
75
%		 49
8		 49
7
Fre
ius
SE
&C
KG
aA
20
20
/20
27
sen
o.		 €7
50
mi
llio
n		 Oc
t. 8
202
7
,		 1.6
25
%		 746 745
ius
SE
&C
KG
Fre
aA
20
20
/20
28
sen
o.		 mi
llio
€7
50
n		 Jan
. 15
202
8
,		 0.7
5%		 747 746
Fre
ius
SE
&C
KG
aA
20
23
/20
28
sen
o.		 CH
F27
5 m
illio
n		 Oc
t. 1
8,
202
8		 2.9
6%		 29
1		 295
Fre
ius
SE
&C
KG
aA
20
19
/20
29
sen
o.		 €5
00
mi
llio
n		 Feb
. 15
202
9
,		 2.8
75
%		 49
7		 49
7
Fre
ius
SE
&C
KG
aA
20
24
/20
29
sen
o.		 CH
F22
illio
5 m
n		 Oc
t. 2
202
9
4,		 98
%
1.5		 236 --
Fre
ius
SE
&C
KG
aA
20
22
/20
29
sen
o.		 €5
00
mi
llio
n		 No
v. 2
8,
202
9		 5.0
0%		 49
7		 49
6
ius
SE
&C
KG
Fre
aA
20
22
/20
30
sen
o.		 mi
llio
€5
50
n		 Ma
24,
20
30
y		 2.8
75
%		 544 543
Fre
ius
SE
&C
KG
aA
20
23
/20
30
sen
o.		 €5
00
mi
llio
n		 Oc
t. 5
203
0
,		 5.1
25
%		 49
5		 494
Fre
ius
SE
&C
KG
aA
20
20
/20
33
sen
o.		 €5
00
mi
llio
n		 Jan
. 28
203
3
,		 1.1
25
%		 49
8		 49
7
Bo
nd
s		 9,
48
6		 9,
94
1
Int
st l
iab
ilit
ies
ere		 105 115

On October 24, 2024, Fresenius SE&Co. KGaA issued a bond of CHF225 million with a five year maturity.

On October 18, 2023, Fresenius SE&Co. KGaA placed a bond of CHF275 million with a five year maturity.

On October 5, 2023, Fresenius SE&Co. KGaA placed a bond of €500 million with a seven year maturity.

As of December 31, 2024, the bonds issued by Fresenius SE&Co. KGaA in the amount of €500 million and €750 million, which are due on February 15, 2025 and on May 24, 2025, as well as the bond issued by Fresenius Finance Ireland PLC in the amount of €500 million which is due on October 1, 2025, are shown under short-term liabilities in the consolidated statement of financial position.

All bonds of Fresenius Finance Ireland PLC are guaranteed by Fresenius SE&Co. KGaA. Some of the bonds issued may be redeemed prior to their maturity at the option of

the issuers at a price of 100% plus accrued interest and a premium calculated pursuant to the terms of the indentures under observance of certain notice periods.

The holders of Fresenius bonds have the right to request that the issuers repurchase the bonds at 101% of principal plus accrued interest upon the occurrence of a change of control followed by a decline in the rating of the respective bonds.

Notes | Responsibility statement | Auditor's report

28. CONVERTIBLE BONDS

The convertible bonds issued by Fresenius SE&Co. KGaA in fiscal year 2017 were repaid at the nominal value of €500 million on January 31, 2024. In November 2023, the conversion rights of the convertible bonds expired. The stock options on treasury shares which Fresenius SE&Co. KGaA purchased in 2017 to protect against risks from conversion rights also expired in November 2023.

29. PENSIONS AND SIMILAR OBLIGATIONS

The Fresenius Group recognizes pension costs and related pension liabilities for current and future benefits to qualified current and former employees of the Fresenius Group. Fresenius Group's pension plans are structured in accordance with the differing legal, economic and fiscal circumstances in each country. The Fresenius Group currently has two types of plans, defined benefit and defined contribution plans. In general, plan benefits in defined benefit plans are based on all or a portion of the employees' years of services and final salary. Plan benefits in defined contribution plans

are determined by the amount of contribution by the employee and the employer, both of which may be limited by legislation, and the returns earned on the investment of those contributions.

Part of the members of the Management Board of Fresenius Management SE were granted defined contribution pension commitments.

Upon retirement under defined benefit plans, the Fresenius Group is required to pay defined benefits to former employees when the defined benefits become due. Defined benefit plans may be funded or unfunded. The Fresenius Group's major funded defined benefit plans are in Switzerland, the United Kingdom and Austria. Major unfunded defined benefit plans exist in Germany and France.

Actuarial assumptions generally determine benefit obligations under defined benefit plans. The actuarial calculations require the use of estimates. The main factors used in the actuarial calculations affecting the level of the benefit obligations are: assumptions on life expectancy, the discount rate and future salary and benefit levels. Under Fresenius Group's funded plans, assets are set aside to meet future payment obligations. An estimated return on the plan assets is recognized as income in the respective period. Actuarial

gains and losses are generated when there are variations in the actuarial assumptions and by differences between the actual and the estimated projected benefit obligations and the return on plan assets for that year. A company's pension liability is impacted by these actuarial gains or losses.

Related to defined benefit plans, the Fresenius Group is exposed to certain risks. Besides general actuarial risks, e.g. the longevity risk and the interest rate risk, the Fresenius Group is exposed to market risk as well as to investment risk.

In the case of Fresenius Group's funded plans, the defined benefit obligation is offset against the fair value of plan assets (deficit or surplus). A pension liability is recognized in the consolidated statement of financial position if the defined benefit obligation exceeds the fair value of plan assets. An asset is recognized and reported under other assets in the consolidated statement of financial position if the fair value of plan assets exceeds the defined benefit obligation and if the Fresenius Group has a right of reimbursement against the fund or a right to reduce future payments to the fund.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

Under defined contribution plans, the Fresenius Group pays defined contributions to an independent third party as directed by the employee during the employee's service life which satisfies all obligations of the Fresenius Group to the employee. The employee retains all rights to the contributions made by the employee and to the vested portion of the Fresenius Group paid contributions upon leaving the Fresenius Group.

At December 31, 2024, the defined benefit obligation (DBO) of the Fresenius Group of €793 million (2023: €924 million) included €174 million (2023: €241 million) funded by plan assets and €619 million (2023: €683 million) covered by pension liabilities.

The current portion of the pension liability in an amount of €20 million (2023: €18 million) is recognized in the consolidated statement of financial position within other liabilities. The noncurrent portion of €605 million (2023: €666 million) is recorded as pension liability.

The major part of pension liabilities relates to Germany. At December 31, 2024, 87% of the pension liabilities were recognized in Germany and 12% predominantly in the rest of Europe and North America. 39% of the beneficiaries were located in Germany, 30% in North America and the remainder throughout the rest of Europe and other continents.

75% of the pension liabilities in an amount of €619 million relate to the ''Versorgungsordnung der Fresenius-Unternehmen'' established in 2016 (Pension Plan 2016) and to pension commitments to former Management Board members. The Pension Plan 2016 applied for most of the German entities of the Fresenius Group for entries up until December 31, 2019 except for Fresenius Helios and the former business segment Fresenius Vamed. For new entrants from January 1, 2020 onwards, a new defined contribution plan applies for these entities. The remaining pension liabilities relate to individual plans from Fresenius Helios entities in Germany and nonGerman Group entities.

Plan benefits are generally based on an employee's years of service and final salary. Consistent with predominant practice in Germany, the benefit obligations of the German entities of the Fresenius Group are unfunded. The German Pension Plan 2016 does not have a separate pension asset.

Fresenius Group's benefit obligations relating to fully or partly funded pension plans were €178 million. Benefit obligations relating to unfunded pension plans were €615 million.

The following table shows the changes in benefit obligations, the changes in plan assets, the deficit or surplus of the pension plans and the pension liability. Benefits paid as shown in the changes in benefit obligations represent payments made from both the funded and unfunded plans

while the benefits paid as shown in the changes in plan assets include only benefit payments from Fresenius Group's funded benefit plans.

The net pension liability has developed as follows:

€ i
illio
n m
ns		 202
4		 202
3
Be
nef
it o
bli
tio
the
be
inn
ing
at
ga
ns
g
of
the
ye
ar		 924 1,
55
8
Ch
in e
ntit
ies
lida
ted
ang
es
co
nso		 3 --
For
eig
nsl
ati
tra
n c
urr
enc
y
on		 0 1
Se
rvic
ost
e c		 26 59
Pas
rvi
t se
t
ce
cos		 -2 -2
Set
tle
nts
me		 0 0
Ne
t in
ter
est
st
co		 31 66
Co
ibu
tio
rtic
ipa
by
lan
ntr
nts
ns
p
pa		 5 6
Tra
nsf
of
lan
rtic
ipa
nts
er
p
pa		 -49 13
Re
ent
me
asu
rem
s		 -4 53
Ac
ria
l lo
s (g
ain
s) a
ris
ing
fro
tua
sse
m
cha
s in
fin
ial
tio
nge
anc
ass
um
p
ns		 5 35
Ac
ria
l lo
s (g
ain
s) a
ris
ing
fro
tua
sse
m
cha
s in
de
hic
tio
nge
mo
gra
p
as
sum
p
ns		 0 1
Ac
ria
l lo
s (g
ain
s) a
ris
ing
fro
tua
sse
m
eri
dju
stm
ent
exp
enc
e a
s		 -9 17
Be
nef
its
id
pa		 -34 -78
Div
est
nts
me		 0 --
Re
cla
ssi
fica
tio
"Li
ab
ilit
ies
late
d
to
ns
re
Fre
ius
M
ed
ica
l C
be
to
to
sen
are
dec
olid
d u
nde
r IF
RS
5"		 -75
1
ate
ons		 n.a
Re
cla
ssi
fica
tio
Lia
bil
itie
s d
ire
ctly
to
ns
"
le''
oci
d w
ith
the
s h
eld
fo
ate
set
ass
as
r sa		 -10
7		 -1
it o
bli
tio
Be
nef
the
d o
f th
at
ga
ns
en
e y
ear		 793 924
the
f ve
d
ste
reo		 58
6		 734

Consolidated financial statements Further information Table of contents

Consolidated statement of income | Consolidated statement of comprehensive income | Consolidated statement of financial position

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

€ i
illio
n m
ns		 202
4		 202
3
Fai
alu
f p
lan
t th
e b
inn
ing
set
r v
e o
as
s a
eg
of
the
ye
ar		 24
1		 473
Ch
in e
ntit
ies
lida
ted
ang
es
co
nso		 2 --
For
eig
nsl
ati
tra
n c
urr
enc
y
on		 0 2
Ac
l re
n (
t) o
lan
tua
tur
set
cos
n p
as
s		 13 32
Int
st i
fro
lan
set
ere
nco
me
m
p
as
s		 6 19
ria
ins
ris
ing
Ac
l ga
(lo
s) a
fro
tua
sse
m
eri
dju
stm
ent
exp
enc
e a
s		 7 13
Co
ibu
tio
by
the
loy
ntr
ns
em
p
er		 19 23
Co
ibu
tio
by
lan
rtic
ipa
ntr
nts
ns
p
pa		 6 6
Set
tle
nts
me		 0 0
Tra
nsf
of
lan
rtic
ipa
nts
er
p
pa		 -1 10
Be
nef
its
id
pa		 -17 -49
ssi
fica
tio
"Li
ilit
ies
Re
cla
ab
late
d
to
ns
re
Fre
ius
M
ed
ica
l C
be
to
to
sen
are
dec
olid
d u
nde
r IF
RS
5"
ate
ons		 n.a -25
6
Re
cla
ssi
fica
tio
Lia
bil
itie
s d
ire
ctly
to
ns
"
le''
oci
d w
ith
the
s h
eld
fo
ate
set
ass
as
r sa		 -89 --
ir v
Fa
alu
f p
lan
t th
nd
set
e o
as
s a
e e
of
the
ye
ar		 174 24
1
sio
iab
ilit
Ne
n l
f D
mb
31
t p
en
y a
s o
ece
er		 619 683

The plan assets are neither invested in the Fresenius Group nor in related parties of the Fresenius Group.

As of December 31, 2024, and December 31, 2022, the fair value of plan assets relating to individual pension plans exceeded the corresponding benefit obligations by a minor total amount. Furthermore, for the years 2024 and 2023, there were no effects from asset ceiling.

The discount rates for all plans are based upon yields of portfolios of highly rated debt instruments with maturities that mirror the plan's benefit obligation. Fresenius Group's discount rate is the weighted average of these plans based upon their benefit obligations.

The following weighted average assumptions were utilized in determining benefit obligations as of December 31:

in
%		 202
4		 202
3
Dis
nt
rat
cou
e		 3.5
3		 3.5
2
f co
atio
n i
Rat
e o
mp
ens
ncr
eas
e		 2.2
4		 2.3
9
Rat
f p
ion
in
e o
ens
cre
ase		 1.6
6		 1.4
6

The inflation trend was taken into account in the rate of pension increase.

Mainly changes in the discount factor, as well as inflation and mortality assumptions used for the actuarial computation resulted in actuarial losses in 2024 which increased the fair value of the defined benefit obligation. The actuarial losses of Fresenius Medical Care were reclassified to retained earnings as part of the deconsolidation in the amount of €57 million in fiscal year 2023.

Increases and decreases in principal actuarial assumptions by 0.5 percentage points would affect the pension liability as of December 31, 2024 as follows:

sio
iab
ility
in
mi
llio
De
vel
of
n l
€
nt
op
me
pen
ns		 0.5
pp incr
eas
e		 0.5
pp dec
reas
e
Dis
nt
rat
cou
e		 -43 46
Rat
f co
atio
n i
e o
mp
ens
ncr
eas
e		 9 -8
Rat
f p
ion
in
e o
ens
cre
ase		 38 -34

An increase of the mortality rate of 10% would reduce the pension liability by €20 million, while a decrease of 10% would increase the pension liability by €12 million as of December 31, 2024.

The sensitivity analysis was calculated based on the average duration of the pension obligations determined at December 31, 2024. The calculations were performed isolated for each significant actuarial parameter, in order to show the effect on the fair value of the pension liability separately.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

Defined benefit pension plans' net periodic benefit costs of €47 million (2023: €50 million) were comprised of the following components:

€ i
illio
n m
ns		 202
4		 202
3
Se
rvic
ost
e c		 23 25
Ne
t in
ter
est
st
co		 24 25
Ne
eri
od
ic b
efi
t p
t c
ost
en		 47 50

Net periodic benefit cost is allocated as personnel expense within costs of revenue, selling expenses, general and administrative expenses as well as research and development expenses. The allocation depends upon the area in which the beneficiary is employed.

The fair values of plan assets by categories were as follows: The following weighted average assumptions were used in determining net periodic benefit cost for the year ended December 31:

in % 2024 2023

Discount rate 4.70 4.85

Rate of compensation increase 2.33 2.70

Rate of pension increase 1.75 1.98

The following table shows the expected benefit payments for the next 10 years:

for
th
e f
isc
al y
ear
s		 € in
mi
llion
s
202
5		 27
6
202		 29
202
7		 29
202
8		 31
202
9		 32
203
0 t
o 2
034		 189
To
tal
ted
be
nef
it p
ent
ex
pec
aym
s		 33
7

At December 31, 2024 and at December 31, 2023, the weighted average duration of the defined benefit obligation was 11 years.

De
be
r 3
1,
202
4
cem		 De
ber
31
202
3
cem
,
€ i
illio
n m
ns		 pri
in
Quo
ted
ces
ive
rke
act
ts
ma
for
ide
ntic
al a
ts
sse
Lev
el 1		 Sig
nifi
t
can
obs
abl
e in
put
erv
s
Lev
el 2		 Sig
nifi
t
can
bse
ble
inp
uts
uno
rva
Lev
el 3		 Tot
al		 Quo
ted
pric
es i
n
acti
ark
ets
ve m
for
iden
tica
l as
sets
Lev
el 1		 Sig
nifi
t
can
obs
ble
inp
uts
erva
Lev
el 2		 Sig
nifi
t
can
bse
rvab
le in
put
uno
s
Lev
el 3		 Tot
al
ori
Ca
of
lan
teg
set
es
p
as
s
Eq
uity
in
tm
ent
ves
s		 42 -- -- 42 69 -- -- 69
1
Ind
fun
ds
ex		 40 -- -- 40 32 -- -- 32
2
Oth
uity
in
tm
ent
er
eq
ves
s		 2 -- -- 2 37 -- -- 37
Fix
ed
inc
e in
tm
ent
om
ves
s		 56 -- -- 56 77 1 -- 78
Go
itie
ent
ver
nm
se
cur
s		 18 -- -- 18 7 -- -- 7
3
Co
e b
ond
rat
rpo
s		 28 -- -- 28 36 -- -- 36
Oth
fix
ed
inc
er
om
e
4
inv
est
nts
me		 10 -- -- 10 34 1 -- 35
5
Oth
er		 71 5 -- 76 79 15 -- 94
To
tal		 169 5 -- 174 225 16 -- 24
1

1 This category is mainly comprised of funds that track the following indices: MSCI World Equity Index, MSCI World Small Cap and MSCI Emerging Markets.

2 This category mainly comprises diversified equity portfolios (including Swiss equities, global hedged equities, global equities and emerging market equities).

3 This category primarily represents investment grade bonds and high-yield bonds.

4 This category is mainly comprised of obligations in Swiss francs and other foreign currencies, most of which are managed passively.

5 This category mainly includes cash, money market funds and mortgages.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The methods and inputs used to measure the fair value of plan assets are as follows:

Index funds are valued based on market quotes.

Other equity investments are valued at their market prices as of the date of the statement of financial position.

Government bonds are valued based on both market prices (Level 1) and market quotes (Level 2).

Corporate bonds and other bonds are valued based on market quotes as of the date of the statement of financial position.

Cash is stated at nominal value which equals the fair value.

Money market funds are valued at their market prices.

Fresenius Group's total expense under defined contribution plans for 2024 was €451 million (2023: €433 million) including the employer's contributions to the statutory pension insurance scheme. Of this amount, €129 million related to contributions by the Fresenius Group to several public supplementary pension funds for employees of Fresenius Helios. This includes €29 million for contributions related to financing the deficit of past service costs.

In accordance with applicable collective bargaining agreements, the Fresenius Group pays contributions for a given number of employees of Fresenius Helios to the Rheinische Zusatzversorgungskasse (a supplementary pension fund) and to other public supplementary pension funds (together referred to as ZVK ÖD) to complement statutory retirement pensions. Given that employees from multiple participating entities are insured by these ZVK ÖDs, these plans are considered Multi-Employer plans.

ZVK ÖDs are defined benefit plans according to IAS 19 since employees are entitled to the statutory benefits regardless of the amounts contributed. The plan assets of the fund necessary to evaluate and calculate the funded status of the Group cannot be obtained from the supplementary pension funds and therefore due to the missing information about future payment obligations, the calculation of a pension liability in accordance with IAS 19 is not possible. Therefore, the obligation is accounted for as defined contribution plan in accordance with IAS 19.34a. The contributions are collected as part of a pay-as-you-go system and are based upon applying a fixed rate to given parts of the employees' gross remuneration.

Paid contributions are accounted for as personnel expenses within costs of revenue, selling expenses as well as general and administrative expenses and amounted to €129 million in 2024 (2023: €116 million). Thereof, €70 million (2023: €67 million) were payments to Rheinische

Zusatzversorgungskasse, to Versorgungsanstalt des Bundes und der Länder and to Zusatzversorgungskasse Baden-Württemberg (supplementary pension funds). The Group expects to contribute €135 million (including payments relating to past service costs) in 2025.

30. NONCONTROLLING INTERESTS

As of December 31, noncontrolling interests in the Fresenius Group were as follows:

€ i
illio
n m
ns		 202
4		 202
3
No
olli
int
ntr
sts
nco
ng
ere
in V
AM
ED
Ak
tie
sel
lsc
haf
t
nge		 -- -76
No
olli
int
ntr
sts
nco
ng
ere
in t
he
bus
ine
nts
ss
seg
me
Fre
ius
Ka
bi
sen		 659 58
8
ius
lios
Fre
He
sen		 89 120
Fre
ius
Va
d
sen
me		 0 20
ing
in
To
tal
oll
ntr
ter
est
no
nco
s		 748 652

Accumulated other comprehensive income (loss) allocated to noncontrolling interests mainly relates to currency effects from the translation of financial statements denominated in foreign currencies. For changes in noncontrolling interests, please see the consolidated statement of changes in equity.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

31. FRESENIUS SE&CO. KGAA SHAREHOLDERS' EQUITY

As of January 1, 2024, the subscribed capital of Fresenius SE&Co. KGaA consisted of 563,237,277 bearer ordinary shares.

During fiscal year 2024, no stock options were exercised. Consequently, as of December 31, 2024, the subscribed capital of Fresenius SE&Co. KGaA still consisted of 563,237,277 bearer ordinary shares. The shares are issued as nonpar value shares. The proportionate amount of the subscribed capital is €1.00 per share.

By resolution of the Annual General Meeting on May 13, 2022, the previous Authorized Capital I was revoked and a new Authorized Capital I (2022) was approved.

Accordingly, the general partner, Fresenius Management SE, is authorized, with the approval of the Supervisory Board, until May 12, 2027, to increase Fresenius SE& Co. KGaA 's share capital (subscribed capital) by a total amount of up to €125,000,000 through a single or multiple issues of new bearer ordinary shares against cash contributions and/ or contributions in kind (Authorized Capital I (2022)).

The number of shares must increase in the same proportion as the subscribed capital. In principle, shareholders must be granted a subscription right . In defined cases, the general partner is authorized, with the consent of the Supervisory Board, to decide on the exclusion of the shareholders' subscription right (e. g. to eliminate fractional amounts). For cash contributions, the authorization can only be exercised if the issue price is not significantly below the stock exchange price of the already listed shares at the time the issue price is fixed with final effect by the general partner. Furthermore, in case of a capital increase against cash contributions, the proportionate amount of the shares issued with exclusion of subscription rights may not exceed 10% of the subscribed capital. An exclusion of subscription rights in the context of the use of other authorizations concerning the issuance or the sale of the shares of Fresenius SE&Co. KGaA or the issuance of rights which authorize or bind to the subscription of shares of Fresenius SE&Co. KGaA has to be taken into consideration during the duration of the Authorized Capital until its utilization. In the case of a subscription in kind, the subscription right can be excluded only in order to acquire a company, parts of a company or a participation in a company.

The authorizations granted concerning the exclusion of subscription rights can be used by Fresenius Management SE only to such extent that the proportional amount of the total number of shares issued with exclusion of the subscription rights does not exceed 10% of the subscribed

capital. An exclusion of subscription rights in the context of the use of other authorizations concerning the issuance or the sale of the shares of Fresenius SE&Co. KGaA or the issuance of rights which authorize or bind to the subscription of shares of Fresenius SE&Co. KGaA has to be taken into consideration during the duration of the Authorized Capital until its utilization.

The changes to the Authorized Capital I became effective upon registration with the commercial register on July 5, 2022.

In order to fulfill the subscription right under the current stock option plan 2013 of Fresenius SE&Co. KGaA, Conditional Capital IV exists (see note 39, Share-based compensation plans). Another Conditional Capital III exists for the authorization to issue option bearer bonds and / or convertible bonds.

This authorization from May 18, 2018 was revoked by resolution of the Annual General Meeting of Fresenius SE& Co. KGaA on May 13, 2022 and replaced by an identical new Conditional Capital III with a five-year term.

Accordingly, the general partner is authorized, with the approval of the Supervisory Board, until May 12, 2027, to issue option bearer bonds and / or convertible bearer bonds, once or several times, for a total nominal amount of up to €2.5 billion. To fulfill the granted subscription rights,

Notes | Responsibility statement | Auditor's report

the subscribed capital of Fresenius SE&Co. KGaA is increased conditionally by up to €48,971,202 through issuing of up to 48,971,202 new bearer ordinary shares. The conditional capital increase shall only be implemented to the extent that the holders of cash issued convertible bonds or of cash issued warrants from option bonds exercise their

conversion or option rights and as long as no other forms of settlement are used. The new bearer ordinary shares shall participate in the profits from the start of the fiscal year in which they are issued.

The new Conditional Capital III became effective upon registration with the commercial register on July 5, 2022.

The Conditional Capital did not change in 2024. It was composed as follows as of December 31, 2024:

in € Ord
inar
y sh
are
s
Co
nd
itio
nal
Ca
ital
I F
ius
AG
St
ock
Op
tio
n P
lan
20
03
(ex
ire
d)
p
res
en
p		 4,
735
083
,
Co
itio
Ca
ital
ius
SE
St
Op
tio
ire
nd
nal
II
Fre
ock
n P
lan
20
08
(ex
d)
p
sen
p		 3,
45
2,
937
Co
nd
itio
nal
Ca
ital
III
tio
n b
bo
nds
d/
tib
le b
ds
p
op
ear
er
an
or
con
ver
on		 48
97
202
1,
,
Co
nd
itio
nal
Ca
ital
IV
Fr
niu
s S
E&
Co
. K
Ga
A S
k O
tio
n P
lan
20
13
toc
p
ese
p		 22,
824
857
,
Co
itio
l C
ita
of
To
tal
nd
l as
De
be
r 3
1,
202
4
na
ap
cem		 79,
984
079
,

Capital reserves are comprised of the premium paid on the issue of shares and the exercise of stock options (additional paid-in capital) as well as changes relating to transactions with noncontrolling interests without loss of control.

Other reserves are comprised of earnings generated by Group entities in prior years to the extent that they have not been distributed.

Under the German Stock Corporation Act (AktG), the amount of dividends available for distribution to shareholders is based upon the unconsolidated retained earnings of Fresenius SE&Co. KGaA as reported in its statement of financial position determined in accordance with the German Commercial Code (HGB).

As the Fresenius Group made use of the governmental compensation and reimbursement payments provided for in the relief package to compensate for additional costs

caused by the increase in energy prices in fiscal year 2023, the general partner and the Supervisory Board did not propose a dividend distribution for fiscal year 2023 to the Annual General Meeting of Fresenius SE&Co. KGaA on May 17, 2024. Accordingly, no dividend was paid in fiscal year 2024.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

32. OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) is comprised of all amounts recognized directly in equity (net of tax) resulting from the currency translation of foreign subsidiaries'

financial statements and the effects of measuring financial instruments at their fair value as well as the change in benefit obligation.

Changes in the components of other comprehensive income (loss) in 2024 and 2023 were as follows:

€ i
illio
n m
ns		 Am
t
oun
befo
re t
axe
s		 Tax
eff
ect		 Am
t
oun
afte
r ta
xes
Po
sit
ion
hic
h w
ill
be
las
sif
ied
in
in
e i
ub
to
net
nt
s w
rec
com
n s
seq
ue
yea
rs
Ca
sh
flow
he
dg
es		 -11 3 -8
Ch
e in
lize
d g
ain
/lo
ang
un
rea
s
sse
s		 -3 1 -2
Rea
lize
d g
ain
/lo
s d
las
sifi
ion
to
cat
s
sse
ue
rec
s		 -8 2 -6
FV
OC
I de
bt
ins
tru
nts
me		 24 -4 20
Eq
uity
eth
od
inv
har
f co
reh
ive
in
est
m
ees
- s
e o
mp
ens
com
e		 -24 -- -24
eig
ati
For
nsl
tra
n c
urr
enc
y
on		 -23
1		 1 -23
0
Po
sit
ion
hic
h w
ill
be
cla
ssi
fie
d i
t in
e i
ub
not
nto
nt
s w
re
ne
com
n s
seq
ue
yea
rs
FV
OC
I eq
uity
in
tm
ent
ves
s		 4 -1 3
Eq
uity
eth
od
inv
har
f co
reh
ive
in
est
m
ees
- s
e o
mp
ens
com
e		 -19 -- -19
Ac
ria
l ga
ins
/lo
n d
efi
ned
be
nef
it p
ion
lan
tua
sse
s o
ens
p
s		 137 -38 99
To
tal
ch
20
23
an
ges		 -12
0		 -39 9
-15
sit
ion
hic
ill
sif
ied
in
in
e i
Po
h w
be
las
ub
to
net
nt
s w
rec
com
n s
seq
ue
yea
rs
Ca
sh
flow
he
dg
es		 14 -4 10
Ch
e in
lize
d g
ain
/lo
ang
un
rea
s
sse
s		 8 -3 5
Rea
lize
d g
ain
/lo
s d
las
sifi
ion
to
cat
s
sse
ue
rec
s		 6 -1 5
FV
OC
I de
bt
ins
tru
nts
me		 -- -- --
uity
inv
f co
ive
in
Eq
eth
od
har
reh
est
m
ees
- s
e o
mp
ens
com
e		 177 -- 177
For
eig
nsl
ati
tra
n c
urr
enc
on
y		 44
0		 0 44
0
sit
ion
hic
ill
ssi
fie
d i
t in
e i
Po
h w
be
cla
ub
not
nto
nt
s w
re
ne
com
n s
seq
ue
yea
rs
FV
OC
I eq
uity
in
tm
ent
ves
s		 -2 0 -2
Eq
uity
eth
od
inv
har
f co
reh
ive
in
est
m
ees
- s
e o
mp
ens
com
e		 -4 -- -4
Ac
ria
l ga
ins
/lo
n d
efi
ned
be
nef
it p
ion
lan
tua
sse
s o
ens
p
s		 16 -5 11
To
tal
ch
20
24
an
ges		 64
1		 -9 632

The position ''Equity method investees - share of compre-

hensive income'' mainly includes foreign currency translation effects.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

OTHER NOTES

33. COMMITMENTS AND CONTINGENCIES

As of December 31, 2024, future investment commitments existed in respect to acquired hospitals, which are projected to amount up to €13 million and relate to the year 2025.

As of December 31, 2023, future investment commitments existed in respect to acquired hospitals, which were projected to amount up to €7 million and related to the year 2024.

In addition to the contractual obligations mentioned above, there are other purchase obligations for services and materials that are used in the ordinary course of business.

Moreover, there are bank guarantees, mainly in connection with the ordinary course of business, particularly Vamed's project business, with a nominal amount in the higher three-digit million euro range.

The Fresenius Group is routinely involved in claims, lawsuits, regulatory and tax audits, investigations and other legal matters arising, for the most part, in the ordinary course of its business of providing healthcare services and products. The Fresenius Group records its litigation reserves for

certain legal proceedings and regulatory matters to the extent that the Fresenius Group determines an unfavorable outcome is probable and the amount of loss can be reasonably estimated. For the other matters, the Fresenius Group believes that the loss is not probable and / or the loss or range of possible losses cannot be reasonably estimated at this time.

The outcome of litigation and other legal matters is often difficult to predict accurately and outcomes that are not consistent with Fresenius Group's view of the merits can occur. The Fresenius Group believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously. Nevertheless, it is possible that the resolution of one or more of the legal matters currently pending or threatened could have a material adverse effect on its business, results of operations and financial condition.

From time to time, the Fresenius Group is a party to or may be threatened with other litigation or arbitration, claims or assessments arising in the ordinary course of its business. Management regularly analyzes current information including, as applicable, the Fresenius Group's defenses and insurance coverage and, as necessary, provides accruals for probable liabilities for the eventual disposition of these matters.

The Fresenius Group, like other healthcare providers and suppliers, conducts its operations under intense government regulation and scrutiny. For example, the Fresenius Group must comply with regulations which relate to or govern the safety and efficacy of medical products and supplies, the marketing and distribution of such products, the operation of manufacturing facilities, hospitals and other healthcare facilities, and environmental and occupational health and safety. In case of non-compliance, the Fresenius Group could be subject to significant adverse regulatory actions by the competent supervisory authorities. These regulatory actions could include warning letters or other enforcement notices from health authorities which may require the Fresenius Group to expend significant time and resources in order to implement appropriate corrective actions. If the Fresenius Group does not address matters raised in warning letters or other enforcement notices, these health authorities could take additional actions, primarily product recalls, injunctions against the distribution of products or operation of manufacturing plants, civil penalties, seizures of the Fresenius Group's products and/ or criminal prosecution.

By virtue of this regulatory environment, the Fresenius Group's business activities and practices are subject to extensive review by regulatory authorities and private parties, and continuing audits, subpoenas, other inquiries, claims and litigation relating to the Fresenius Group's compliance

Notes | Responsibility statement | Auditor's report

with applicable laws and regulations. The Fresenius Group may not always be aware that an inquiry or action has begun, particularly in the case of whistleblower actions, which are initially filed under court seal.

The Fresenius Group operates many facilities and handles the personal data of its patients and beneficiaries throughout many parts of the world, and engages with other business associates to help it carry out its healthcare activities. In such a widespread, global system, it is often difficult to maintain the desired level of oversight and control over the thousands of individuals employed by many affiliated companies and its business associates. Accordingly, it cannot be ruled out that the Fresenius Group or its business associates may experience breaches of data protection and data security regulations when there has been impermissible use, access, or disclosure of unsecured personal data or when the Fresenius Group or its business associates neglect to implement the required administrative, technical and physical safeguards of its electronic systems and devices, or a data breach that results in impermissible

use, access or disclosure of personal identifying information of its employees, patients and beneficiaries. On those occasions, the Fresenius Group must comply with applicable breach notification requirements.

The Fresenius Group relies upon its management structure, regulatory and legal resources, and the effective operation of its compliance program to direct, manage and monitor the activities of its employees. On occasion, the Fresenius Group may identify instances where employees or other agents recklessly or inadvertently contravene internal policies or violate legal regulations. Such conduct by employees can lead to liability on the part of the Fresenius Group or its subsidiaries.

Physicians, hospitals and other participants in the healthcare industry are also subject to a large number of lawsuits alleging professional negligence, malpractice, product liability, worker's compensation or related claims, many of which involve large claims and significant defense costs. The Fresenius Group has been and is currently subject to these suits due to the nature of its business and expects that those types of lawsuits may continue. Although

the Fresenius Group maintains insurance at a level which it believes to be prudent, it cannot assure that the coverage limits will be adequate or that insurance will cover all asserted claims. A successful claim against the Fresenius Group or one of its subsidiaries in excess of insurance coverage could have a material adverse effect upon it and the results of its operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Fresenius Group's reputation and business.

The Fresenius Group has also had claims asserted against it and has had lawsuits filed against it relating to alleged patent infringements or businesses that it has acquired or divested. These claims and suits relate both to operation of the businesses and to the acquisition and divestiture transactions. The Fresenius Group has, when appropriate, asserted its own claims, and claims for indemnification. A successful claim against the Fresenius Group or any of its subsidiaries could have a material adverse effect upon its business, financial condition, and the results of its operations. Any claims, regardless of their merit or eventual outcome, could have a material adverse effect on the Fresenius Group's reputation and business.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

34. LEASES

The Fresenius Group leases land, buildings and improvements, machinery and equipment, as well as IT- and office equipment under various lease agreements.

The following table shows the effects from lease agreements on the consolidated statements of income for 2024 and 2023:

€ i
illio
n m
ns		 202
4		 202
3
De
cia
tio
ig
ht-
of-
set
pre
n o
n r
use
as
s		 187 194
Im
irm
ig
ht-
of-
ent
set
pa
s o
n r
use
as
s		 18 1
lati
Ex
sho
lea
to
rt-t
pen
ses
re
ng
erm
ses		 28 26
Ex
lati
lea
of
lo
alu
to
ts
pen
ses
re
ng
ses
e a
sse
w-v		 26 27
Ex
lati
iab
le l
to
ent
pen
ses
re
ng
var
eas
e p
aym
s		 13 15
Oth
/in
e f
lea
nts
er
exp
ens
es
com
rom
se
ag
ree
me		 2 1
Int
lea
liab
ilit
ies
st e
ere
xp
ens
es
on
se		 47 48

At December 31, the acquisition costs and the accumulated depreciation of right-of-use assets consisted of the following:

ACQUISITION COSTS

€ i
illio
n m
ns		 As
of
Jan
20
24
y 1,
uar		 For
eig
n cu
rren
cy
slat
ion
tran		 Cha
s in
nge
soli
dat
ion
con		 Add
itio
ns		 Rec
lass
ifica
tion
s		 Dis
als
pos		 Rec
lass
ifica
tion
s to
"As
he
ld fo
le"
sets
r sa		 As
of
Dec
ber
31
, 20
24
em
Rig
ht-
of-
s: L
and
set
use
as		 96 0 0 3 0 -5 -28 66
Rig
ht-
of-
s: B
uild
ing
nd
im
set
ent
use
as
s a
pro
vem
s		 2,
32
6		 2 -18 117 24 -10
3		 -52
4		 1,
824
Rig
ht-
of-
s: M
ach
ine
and
uip
set
nt
use
as
ry
eq
me		 250 -1 0 66 4 -46 -31 242
Rig
ht-
of-
set
use
as
s		 2,
672		 1 -18 186 28 -15
4		 -58
3		 2,
132

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

DEPRECIATION

€ i
illio
n m
ns		 As
of
Jan
y 1,
20
24
uar		 For
eig
n cu
rren
cy
ion
tran
slat		 Cha
s in
nge
soli
ion
dat
con		 itio
Add
ns		 ifica
tion
Rec
lass
s		 Dis
als
pos		 Rec
lass
ifica
tion
s to
ld fo
"As
sets
he
le"
r sa		 As
of
Dec
ber
31
, 20
24
em
Rig
ht-
of-
s: L
and
set
use
as		 21 0 0 5 0 -4 -2 20
Rig
ht-
of-
s: B
uild
ing
nd
im
set
ent
use
as
s a
pro
vem
s		 689 3 -19 158 24 -56 -15
1		 648
Rig
of-
ine
uip
ht-
s: M
ach
and
set
nt
use
as
ry
eq
me		 144 -1 0 53 4 -39 -18 143
Rig
ht-
of-
set
use
as
s		 854 2 -19 21
6		 28 -99 -17
1		 81
1

ACQUISITION COSTS

€ i
illio
n m
ns		 As
of
Jan
y 1,
20
23
uar		 For
eig
n cu
rren
cy
ion
slat
tran		 Cha
s in
nge
soli
ion
dat
con		 itio
Add
ns		 ifica
tion
Rec
lass
s		 Dis
als
pos		 Rec
lass
ifica
tion
s to
"As
sets
rel
ated
to
Fre
ius
Med
ical
sen
Car
be
dec
oli
e to
ons
RS
date
d u
nde
r IF
5"		 Rec
lass
ifica
tion
s to
"As
he
ld fo
le"
sets
r sa		 As
of
Dec
ber
31
, 20
23
em
Rig
of-
ht-
s: L
and
set
use
as		 135 0 0 3 0 -4 -38 0 96
Rig
ht-
of-
s: B
uild
ing
nd
im
set
ent
use
as
s a
pro
vem
s		 8,
670		 -12
8		 -18 45
9		 -13 -14
8		 -6,
40
7		 -89 2,
32
6
Rig
of-
ine
uip
ht-
s: M
ach
and
set
nt
use
as
ry
eq
me		 56
6		 -7 0 90 -22 -63 -31
4		 0 250
Rig
ht-
of-
set
use
as
s		 9,
37
1		 -13
5		 -18 552 -35 -21
5		 -6,
759		 -89 2,
672

In fiscal year 2023, reclassifications were mainly made to property, plant and equipment as the Fresenius Group purchased previously leased buildings and equipment from the landlords.

DEPRECIATION

€ i
illio
n m
ns		 of
As
Jan
y 1,
20
23
uar		 eig
For
n cu
rren
cy
slat
ion
tran		 Cha
s in
nge
soli
dat
ion
con		 Add
itio
ns		 Rec
lass
ifica
tion
s		 Dis
als
pos		 Rec
lass
ifica
tion
s to
"As
rel
ated
sets
to
Fre
ius
Med
ical
sen
Car
oli
e to
be
dec
ons
date
d u
nde
r IF
RS
5"		 ifica
tion
Rec
lass
s to
"As
he
ld fo
le"
sets
r sa		 of
As
Dec
ber
31
, 20
23
em
Rig
ht-
of-
s: L
and
set
use
as		 32 0 0 7 0 -2 -16 0 21
Rig
ht-
of-
s: B
uild
ing
nd
im
set
ent
use
as
s a
pro
vem
s		 3,
034		 -53 -10 512 -17 -91 -2,
666		 -20 689
Rig
ht-
of-
s: M
ach
ine
and
uip
set
nt
use
as
ry
eq
me		 383 -5 0 75 -6 -54 -24
9		 0 144
Rig
ht-
of-
set
use
as
s		 3,
44
9		 -58 -10 594 -23 -14
7		 -2,
93
1		 -20 854

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

CARRYING AMOUNTS

€ i
illio
n m
ns		 Dec
ber
31
, 20
24
em		 Dec
ber
31,
202
3
em
Rig
of-
ht-
s: L
and
set
use
as		 46 75
Rig
ht-
of-
s: B
uild
ing
nd
im
set
ent
use
as
s a
pro
vem
s		 1,
176		 1,
637
Rig
of-
ine
uip
ht-
s: M
ach
and
set
nt
use
as
ry
eq
me		 99 106
Rig
ht-
of-
set
use
as
s		 1,
32
1		 1,
818

Depreciation expense and impairments on right-of-use assets amounted to €216 million for the year ended December 31, 2024 (2023: €594 million) and include impairments in an amount of €18 million (2023: €12 million). Costs of revenue, selling, general and administrative and research and development expenses comprise depreciation expense and impairments of €205 million (2023: €195 million (restated for Fresenius Vamed)) depending upon the area in which the asset is used.

As of December 31, 2024, lease liabilities comprised a current portion of €172 million (2023: €206 million) and a non-current portion of €1,328 million (2023: €1,792 million). In 2024, approximately 75% of the lease liabilities related to Fresenius Helios and approximately 20% to Fresenius Kabi.

Total cash outflows from leases were €284 million for the year ended December 31, 2024 (2023: €289 million restated for Fresenius Vamed).

In the consolidated statement of cash flows, the interest component of recognized leases is shown in net cash provided by/used in operating activities, the amortization component is shown in net cash provided by/used in financing activities.

The following potential future cash outflows were not reflected in the measurement of the lease liabilities:

€ i
illio
n m
ns		 202
4		 202
3
Pot
ial
h o
utf
low
s fr
ent
cas
om
:
ion
tio
ext
ens
op
ns		 172 204
rch
tio
pu
ase
op
ns		 245 245
ius
Gr
lea
th
he
Fre
at t
ses
sen
ou
p
d i
les
ent
nto
ere
as
a
see
tha
t h
beg
t y
et
ave
no
un		 35 1
iab
le l
ent
var
eas
e p
aym
s		 49 51
alty
s fr
th
ent
pen
pa
ym
om
e
rcis
f te
ina
tio
tio
exe
e o
rm
n o
p
ns		 10 7

Potential future cash outflows resulting from the exercise of options were not reflected in the measurement of the lease liabilities if the exercise of the respective option was not considered reasonably certain.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

35. FINANCIAL INSTRUMENTS

As of December 31, the carrying amounts of financial instruments by item of the statement of financial position and structured according to categories were as follows:

De
be
r 3
1,
202
4
cem
lati
Re
to
cat
ng
no
ego
ry
€ i
illio
n m
ns		 Car
ryin
t
g am
oun		 Am
orti
zed
t
cos		 Fair
val
ue
thro
ugh
fit
pro
s1
and
los		 Fair
val
ue
thro
ugh
oth
er
hen
sive
com
pre
me2
inco		 ivat
ives
Der
des
igna
ted
ash
flo
as c
w
gin
hed
g
inst
ents
rum
at f
air
valu
e		 Put
ion
opt
liab
ilitie
s
ed
mea
sur
at f
air
valu
e		 ion
Val
uat
ord
ing
to
acc
IFR
S 1
6 fo
r
ing
leas
ivab
les
and
rece
liab
ilitie
s		 uati
f
Val
on o
tinu
ing
con
invo
lvem
ent
Fin
cia
l as
set
an
s
Ca
sh
and
sh
iva
len
ts
ca
equ		 2,
282		 2,
055		 227
Tra
de
d o
the
cei
vab
les
les
llow
for
ted
edi
t lo
nts
acc
ou
an
r re
s a
anc
es
ex
pec
cr
sse
s
,		 3,
50
0		 2,
93
1		 538 14 0 17
Oth
fin
ial
ets
er
anc
ass		 1,
847		 1,
804		 12 10 21
Fin
cia
l as
set
an
s		 7,
629		 6,
790		 777 24 21 -- 17
Fin
cia
l li
ab
ilit
ies
an
Tra
de
ble
nts
acc
ou
pa
ya		 1,
35
9		 1,
35
9
De
bt		 6
2,
48		 6
2,
48
Lea
liab
ilit
ies
se		 1,
50
0		 1,
50
0
Bo
nds		 9,
59
1		 9,
59
1
Oth
fin
ial
liab
ilit
ies
er
anc		 2,
514		 1,
44
7		 333 15 688 31
Fin
cia
l li
ilit
ies
ab
an		 17,
45
0		 14,
883		 333 -- 15 688 1,
50
0		 31

1 All included financial assets and liabilities are mandatorily measured at fair value through profit and loss according to IFRS 9.

2 The option to measure equity instruments at fair value through other comprehensive income has been exercised. The option has been used for €10 million other investments (included in other financial assets).

In fiscal year 2024, no reclassifications were made between the categories.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

De
ber
31
202
3
cem
,
Re
lati
to
cat
ng
no
ego
ry
€ i
illio
n m
ns		 Car
ryin
t
g am
oun		 orti
Am
zed
t
cos		 Fair
val
ue
thro
ugh
fit
pro
s1
and
los		 Fair
val
ue
thro
ugh
oth
er
hen
sive
com
pre
me2
inco		 Der
ivat
ives
igna
des
ted
ash
flo
as c
w
hed
gin
g
inst
ents
rum
at f
air
valu
e		 Put
ion
opt
liab
ilitie
s
ed
mea
sur
at f
air
valu
e		 Val
ion
uat
ing
ord
to
acc
IFR
S 1
6 fo
r
leas
ing
ivab
les
and
rece
liab
ilitie
s
Fin
cia
l as
set
an
s
Cas
h a
nd
h e
iva
len
ts
cas
qu		 2,
562		 2,
512		 50
cei
for
edi
Tra
de
d o
the
vab
les
les
llow
ted
t lo
nts
acc
ou
an
r re
s a
anc
es
ex
pec
cr
sse
s
,		 673
3,		 3,
47
1		 173 1 1
Oth
fin
ial
ets
er
anc
ass		 1,
864		 1,
763		 71 16 14
Fin
cia
l as
set
an
s		 8,
099		 746
7,		 294 17 14 -- 1
Fin
cia
l li
ilit
ies
ab
an
Tra
de
ble
nts
acc
ou
pa
ya		 48
8
1,		 48
8
1,
De
bt		 3,
277		 3,
277
liab
ilit
ies
Lea
se		 1,
998		 1,
998
Bo
nds		 10,
056		 10,
056
Co
rtib
le b
ond
nve
s		 49
9		 49
9
Oth
fin
ial
liab
ilit
ies
er
anc		 2,
47
0		 1,
49
1		 40
6		 6 522
Fin
cia
l li
ilit
ies
ab
an		 19,
788		 16,
81
1		 40
6		 -- 6 522 1,
998

1 All included financial assets and liabilities are mandatorily measured at fair value through profit and loss according to IFRS 9.

2 The option to measure equity instruments at fair value through other comprehensive income has been exercised. The option has been used for €16 million (included in other financial assets).

In fiscal year 2023, reclassifications between the categories were immaterial.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The following table shows the carrying amounts and the fair value hierarchy levels as of December 31:

De
ber
31
202
3
cem
,
Fai
alu
r v
e		 Fai
lue
r va
€ i
illio
n m
ns		 Car
ryin
g am
t
oun		 Lev
el 1		 Lev
el 2		 Lev
el 3		 Car
ryin
g amo
unt		 Lev
el 1		 Lev
el 2		 Lev
el 3
Fin
cia
l as
set
an
s
1
Cas
iva
h a
nd
h e
len
ts
cas
qu		 227 227 50 50
Tra
de
d o
the
cei
vab
les
nts
acc
ou
an
r re
,
1
for
it lo
les
llow
ted
ed
s a
anc
es
ex
pec
cr
sse
s		 55
1		 55
1		 175 175
1
Oth
fin
ial
ets
er
anc
ass
Eq
uity
in
tm
ent
ves
s		 16 15 1 35 27 8
De
riva
tive
s d
esi
d a
ash
flo
w h
edg
ing
in
ate
str
ent
gn
s c
um
s		 21 21 14 14
De
riva
tive
des
ign
d a
s h
edg
ing
in
ot
ate
str
ent
s n
um
s		 6 6 28 28
Oth
fin
ial
ets
er
anc
ass		 24 24
Fin
cia
l li
ilit
ies
ab
an
De
bt		 2,
48
6		 2,
45
6		 3,
277		 3,
252
Bo
nds		 9,
59
1		 9,
363		 10,
056		 9,
59
1
Co
rtib
le b
ond
nve
s		 -- -- 49
9		 49
8
1
Oth
fin
ial
liab
ilit
ies
er
anc
tio
n li
ilit
ies
Put
ab
op		 688 688 522 522
Ac
ed
tin
din
for
isit
ion
t p
ent
uts
tan
cru
con
gen
aym
s o
g
ac
qu
s		 32
6		 32
6		 39
7		 39
7
De
riva
tive
s d
esi
d a
ash
flo
w h
edg
ing
in
ate
str
ent
gn
s c
um
s		 15 15 6 6
De
riva
tive
des
ign
d a
s h
edg
ing
in
ot
ate
str
ent
s n
um
s		 7 7 9 9

1 Fair value information is not provided for financial instruments, if the carrying amount is a reasonable estimate of the fair value due to the relatively short period of maturity of these instruments.

The significant methods and assumptions used to estimate the fair values of financial instruments as well as classification of fair value measurements according to the three-tier fair value hierarchy are as follows:

Cash and cash equivalents include short-term financial investments that are measured at fair value through profit and loss. The fair value of these assets, which are quoted in an active market, is based on price quotations at the date of the consolidated financial statements (Level 1).

Trade accounts receivable from factoring contracts are measured on the basis of observable market information (Level 2).

Equity investments are not held for trading. At initial recognition, the Fresenius Group elected, on an instrumentby-instrument basis, to represent subsequent changes in the

Notes | Responsibility statement | Auditor's report

fair value of individual strategic investments in other comprehensive income (loss). All equity investments for which changes in fair value are recorded in other comprehensive income (loss) relate to purchases of publicly traded shares or percentage ownership of companies in the health sciences or adjacent fields and are made up of individually non-significant investments. At December 31, 2024, the Fresenius Group held 22 non-listed equity investments (December 31, 2023: 57) with a fair value of €10 million (December 31, 2023: €16 million). In 2024, the Fresenius Group recognized dividends of €394 thousand (2023: €1 million) from these equity investments.

During 2023, due to the deconsolidation of Fresenius Medical Care, gains of €3 million were reclassified from other comprehensive income to retained earnings.

The fair values of equity investments are based on observable market information (Level 2). In addition, other equity investments and other financial assets are classified as Level 3 of the fair value hierarchy. A discounted cash flow model is used for the valuation of these equity

investments. The valuation models used to determine the fair value of rental deposit payments that are dependent on the proceeds from realization take into account the present value of the payments made, which are discounted using a risk-adjusted discount rate.

The fair values of major long-term financial instruments are calculated on the basis of market information. Liabilities for which market quotes are available are measured with the market quotes at the reporting date (Level 1). The fair values of the other long-term financial liabilities are calculated at the present value of respective future cash flows. To determine these present values, the prevailing interest rates and credit spreads for the Fresenius Group as of the date of the statement of financial position are used (Level 2).

The valuation of the put option liabilities is determined using significant unobservable inputs (Level 3). The method for calculating the fair value is described in note 1.III.r, Financial instruments. For the purpose of analyzing the impact of changes in unobservable inputs on the fair value

measurement of put option liabilities, the Fresenius Group assumes an increase on earnings of 10% compared to the actual estimation as of the balance sheet date. The corresponding increase in fair value of €93 million is then compared to the total liabilities and the shareholder's equity of the Fresenius Group. This analysis shows that an increase of 10% in the relevant earnings would have an effect of less than 1% on the total liabilities and on the shareholder's equity of the Fresenius Group. At December 31, 2024, 97% of the put option liabilities related to Fresenius Kabi (December 31, 2023: 93%).

Contingent payments outstanding for acquisitions are recognized at their fair value. The estimation of the individual fair values is based on the key inputs of the arrangement that determine the future contingent payment as well as the Fresenius Group's expectation of these factors (Level 3). The Fresenius Group assesses the likelihood and timing of achieving the relevant objectives. The underlying assumptions are reviewed regularly.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The following table shows the changes of the fair values of financial instruments classified as Level 3 in fiscal years 2024 and 2023:

€ i
illio
n m
ns		 ity i
fi-
Equ
d ot
her
stm
ents
nve
an
cial
ets
nan
ass		 Acc
d co
ntin
t
rue
gen
ing
and
ts o
utst
pay
men
for
uisi
tion
acq
s		 ion
Put
opt
liab
ilitie
s
As
of
Ja
1,
202
3
nu
ary		 85 633 2,
005
Ad
dit
ion
s		 29 30 25
Dis
als
pos		 -- -19
6		 -36
Ga
in/
los
ize
d i
rof
it o
r lo
s r
eco
gn
n p
ss		 -35 -29 0
Ga
in/
ize
d i
ity
los
s r
eco
gn
n e
qu		 -- -- 9
Cu
ef
fec
nd
oth
cha
ts a
rre
ncy
er
nge
s		 0 -4 -27
ssi
fica
tio
/lia
bil
itie
Re
cla
"As
ela
ted
to
set
to
ns
s
s r
Fre
ius
M
ed
ica
l C
be
de
sol
ida
ted
de
r IF
RS
5"
to
sen
are
con
un		 -47 -36 -1,
40
9
ssi
fica
tio
Lia
bil
itie
ire
Re
cla
s d
ctly
to
ns
"
le''
oci
d w
ith
the
s h
eld
fo
ate
set
ass
as
r sa		 -- -1 -45
of
As
De
be
r 3
1,
202
3
cem		 32 39
7		 522
Ad
dit
ion
s		 26 1 --
Dis
als
pos		 -3 -79 -21
Ga
in/
los
ize
d i
rof
it o
r lo
s r
eco
gn
n p
ss		 -30 0 1
Ga
in/
los
ize
d i
ity
s r
eco
gn
n e
qu		 -- -- 186
Cu
ef
fec
nd
oth
cha
ts a
rre
ncy
er
nge
s		 1 7 --
Re
cla
ssi
fica
tio
Lia
bil
itie
s d
ire
ctly
to
ns
"
oci
ith
fo
le''
d w
the
s h
eld
ate
set
ass
as
r sa		 -25 -- --
As
of
De
be
r 3
1,
202
4
cem		 1 32
6		 688

The existing derivatives are valued as follows: To determine the fair value of foreign exchange forward contracts, the contracted forward rate is compared to the current forward rate for the remaining term of the contract as of the date of the statement of financial position. To determine the fair value of the cross currency swap, the contracted future cash flows are also compared with the expected future cash flows based on the market data prevailing on the measurement date. The corresponding results are then discounted on the basis of the market interest rates prevailing at the date of the statement of financial position for the respective currency.

Fresenius Group's own credit risk is incorporated in the fair value estimation of derivatives that are liabilities. Counterparty credit risk adjustments are factored into the valuation of derivatives that are assets. The Fresenius Group monitors and analyzes the credit risk from derivative financial instruments on a regular basis. For the valuation of derivative financial instruments, the credit risk is considered in the fair value of every individual instrument. The basis for the default probability are Credit Default Swap Spreads of each counterparty appropriate for the duration. The calculation of the credit risk considered in the valuation is done

by multiplying the default probability appropriate for the duration with the expected discounted cash flows of the derivative financial instrument.

For the calculation of the fair value of derivative financial instruments, the Fresenius Group uses market quoted input parameters. Therefore, these are classified as Level 2 in accordance with the defined fair value hierarchy levels.

Derivative financial instruments are marked to market each reporting period, resulting in carrying amounts equal to fair values at the reporting date.

Notes | Responsibility statement | Auditor's report

In connection with Fresenius Helios hospitals, factoring agreements have been concluded with banks since 2022 for the sale of receivables from the provision of healthcare services, the outstanding volume of which amounted to €487 million as of December 31, 2024.

The assessment of the risks arising from the receivables sold is based on the credit risk (default risk) and the risk of late payment (late payment risk). The credit risk is transferred in full to the buyers. The late payment risk remains fully with the Fresenius Group. Substantial risks and rewards were allocated between the Fresenius Group and the buyers.

The Fresenius Group continues to account for the receivables transferred at the amount of its continuing involvement, i.e. the maximum amount for which it remains liable for the late payment risk inherent in the receivables sold, and recognizes a corresponding associated liability reported as liabilities to credit institutions. The carrying amount of the continuing involvement from the receivables sold as of the reporting date is €17 million (December 31, 2023: €27 million). The carrying amount of the associated liability is €31 million (December 31, 2023: €45 million) and the fair value of the associated liability expensed is €14 million (December 31, 2023: €18 million). The Fresenius Group

continues to perform collection (servicing) for the transferred receivables without being remunerated for this service. Since existing structures within the Fresenius Group are used for this service and the expense attributable to the program is immaterial, no separate servicing liability was recognized.

In addition, the Fresenius Group has other programs for the sale of trade accounts receivable and receivables from the provision of healthcare services under which substantially all risks and rewards are transferred to the buyers of the receivables.

FAIR VALUES OF DERIVATIVE FINANCIAL INSTRUMENTS

De
be
r 3
1,
202
4
cem		 De
ber
31
202
3
cem
,
€ i
illio
n m
ns		 Ass
ets		 Lia
bili
ties		 Ass
ets		 Liab
ilitie
s
Int
s (c
)
st r
ate
ntr
act
ent
ere
co
urr		 -- 2 -- --
For
eig
xch
ts (
t)
ont
n e
ang
e c
rac
cur
ren		 7 13 5 6
For
eig
xch
ts (
nt)
ont
n e
ang
e c
rac
non
-cu
rre		 14 0 9 --
riv
ati
in
flo
ing
ion
shi
De
sh
hed
lat
ves
ca
g
re
ps
w		 21 15 14 6
eig
For
xch
ts (
t)
ont
n e
ang
e c
rac
cur
ren		 6 6 28 9
For
eig
xch
ts (
nt)
ont
n e
ang
e c
rac
non
-cu
rre		 0 1 0 0
riv
ati
esi
ing
in
De
t d
d a
s h
ed
ate
str
ent
ves
no
gn
g
um
s		 6 7 28 9

Derivatives not designated as hedging instruments, which are derivatives that do not qualify for hedge accounting, are also solely entered into to hedge economic business transactions and not for speculative purposes.

The current portion of derivatives indicated as assets in the preceding table is recognized under current assets within other financial assets in the consolidated statement of financial position, while the current portion of those indicated as liabilities is included in other financial liabilities

under short-term liabilities. The non-current portions indicated as assets or liabilities are recognized under noncurrent assets within other financial assets or under longterm liabilities within other financial liabilities, respectively.

Notes | Responsibility statement | Auditor's report

To reduce the credit risk arising from derivatives, the Fresenius Group concluded master netting agreements with banks. Through such agreements, positive and negative fair values of the derivative contracts could be offset against one another if a partner becomes insolvent. This offsetting is valid for transactions where the aggregate amount of obligations owed to and receivable from are not equal. If insolvency occurs, the party which owes the larger amount is obliged to pay the other party the difference between the amounts owed in the form of one net payment.

These master netting agreements do not provide a basis for offsetting the fair values of derivative financial instruments in the consolidated statement of financial position as the offsetting criteria under International Financial Reporting Standards are not satisfied.

At December 31, 2024 and December 31, 2023, the Fresenius Group had €25 million and €39 million of derivative financial assets subject to netting arrangements and €19 million and €14 million of derivative financial liabilities

subject to netting arrangements. Offsetting these derivative financial instruments would have resulted in net assets of €19 million and €32 million as well as net liabilities of €13 million and €7 million at December 31, 2024 and December 31, 2023, respectively.

In 2024, the net gains and losses from financial instruments consisted of allowances for expected credit losses (including recoveries) in an amount of €2 million (2023: €41 million) and expenses from foreign currency transactions of €60 million (2023: €59 million). In 2024, interest income of €115 million resulted mainly from interest income on receivables, while in 2023, interest income of €121 million resulted mainly from interest income on receivables and from discounting effects. In 2024 and in 2023, interest expense of €547 million and €519 million, respectively, resulted mainly from Fresenius Group's financial liabilities,

which are recognized at amortized cost, from interest expenses in connection with the addition of interest accruals on tax positions and from accrued contingent payments outstanding for acquisitions. Moreover, €47 million (2023: €48 million) related to lease liabilities.

During 2024, the Fresenius Group recognized net losses of €5 million (2023: net losses of €32 million) from changes in the fair value of equity investments, debt instruments and other financial assets that are measured at fair value through profit and loss within other operating income and expenses and net interest. In 2024, income of €30 million (2023: €29 million) resulted from operating leases. In 2023, income of €29 million resulted from the valuation of accrued contingent payments outstanding for acquisitions.

Income and expense from financial instruments recorded in other comprehensive income (loss) related to derivatives in cash flow hedging relationships and to equity investments and debt instruments measured at fair value through other comprehensive income.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The changes of cash flow hedges in accumulated other comprehensive income (loss) before tax for the years 2024 and 2023 are as follows:

EFFECT OF DERIVATIVES ON THE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

202
4
Ca
sh
Flo
w H
edg
e R
ese
rve		 Co
of
He
sts		 ing
dg
Re
ser
ve
€ i
illio
n m
ns		 Cha
s of
the
nge
eali
zed
ins
/los
unr
ga
ses
in o
the
reh
ive
r co
mp
ens
inco
(los
s)
me		 Rec
lass
ifica
tion
s fr
om
oth
hen
sive
er c
om
pre
s)1
inco
(los
me		 Cha
s of
the
nge
eali
zed
ins
/los
unr
ga
ses
in o
the
reh
ive
r co
mp
ens
inco
(los
s)
me		 Rec
lass
ifica
tion
s fr
om
oth
hen
sive
er c
om
pre
s)1
inco
(los
me		 Affe
lin
e it
in t
cted
he
em
soli
date
d st
of
atem
ent
con
inco
/
soli
date
d
me
con
f fin
ial p
osit
ion
stat
nt o
eme
anc
Int
st r
ate
ntr
act
ere
co
s		 -2 -- n.a n.a Int
st i
/ex
ere
nco
me
pen
se
For
eig
xch
ont
ts
n e
ang
e c
rac		 9 3 1 3
the
f
reo		 -- 0 Rev
enu
e
-2 -- Co
of
sts
re
ven
ue
0 -- Ge
al a
nd
ad
mi
nis
tive
tra
ner
exp
ens
es
5 1 Oth
tin
inc
e/
er
op
era
g
om
exp
ens
es
-- 2 Int
st i
/ex
ere
nco
me
pen
ses
De
riv
ati
in
sh
flo
hed
ing
lat
ion
shi
ves
ca
g
re
ps
w		 7 3 1 3
202
3
Ca
sh
Flo
w H
edg		 e R
ese
rve		 Co
of
He
dg
sts		 ing
Re
ser
ve
€ i
illio
n m
ns		 Cha
s of
the
nge
eali
zed
ins
/los
unr
ga
ses
in o
the
reh
ive
r co
mp
ens
inco
(los
s)
me		 Rec
lass
ifica
tion
s fr
om
oth
hen
sive
er c
om
pre
s)1
inco
(los
me		 Cha
s of
the
nge
eali
zed
ins
/los
unr
ga
ses
in o
the
reh
ive
r co
mp
ens
inco
(los
s)
me		 Rec
lass
ifica
tion
s fr
om
oth
hen
sive
er c
om
pre
s)1
inco
(los
me		 Affe
lin
e it
in t
cted
he
em
soli
date
d st
of
atem
ent
con
inco
/
soli
date
d
me
con
f fin
ial p
osit
ion
stat
nt o
eme
anc
eig
For
xch
ont
ts
n e
ang
e c
rac		 -1 -10 -2 2
the
f
reo		 -- 0 Rev
enu
e
0 -- Co
of
sts
re
ven
ue
0 0 Ge
al a
nd
ad
mi
nis
tive
tra
ner
exp
ens
es
-17 2 Oth
tin
inc
e/
er
op
era
g
om
exp
ens
es
-- 0 Int
st i
/ex
ere
nco
me
pen
ses
7 -- Ne
t in
e f
com
rom
dec
olid
d F
ius
ate
ons
res
en
dic
al C
tio
Me
are
op
era
ns
De
riv
ati
in
sh
flo
hed
ing
lat
ion
shi
ves
ca
w
g
re
ps		 -1 -10 -2 2

1 In the consolidated statement of income, no gains or losses from ineffectiveness and only immaterial gains /losses from a hedged underlying transaction, that is no longer expected to occur, are recognized. Gains are shown with a negative sign and losses with a positive sign.

Notes | Responsibility statement | Auditor's report

The Fresenius Group solely designates the spot element of the foreign exchange forward contracts as hedging instrument in cash flow hedges. Changes of the fair value of derivative financial instruments that are designated as cash flow hedges are recorded and accumulated within other comprehensive income (loss).

The effective portion of changes in fair value of the spot element of the hedging instruments is accumulated in a cash flow hedge reserve within other comprehensive

income (loss). The forward points of the foreign exchange forward contract is accounted for as costs of hedging reserve within other comprehensive income (loss).

For all cash flow hedges, except for foreign currency risk associated with forecasted purchases of non-financial assets, the amounts accumulated in the cash flow hedge reserve are reclassified to profit or loss as a reclassification adjustment in the same period as the hedged forecasted cash flows affect profit or loss. For cash flow hedges of

foreign currency risk associated with forecasted purchases of non-financial assets, the amounts accumulated in the cash flow hedge reserve are instead included directly in the initial cost of the asset when it is recognized. The same approach applies to the amounts accumulated in the costs of hedging reserve.

EFFECT OF DERIVATIVES ON THE CONSOLIDATED STATEMENT OF INCOME

Ga
in o
r lo
ss
rec
lida
the
ted
sta
co
nso
€ i
illio
n m
ns		 202
4		 202
3		 Affe
lin
e it
in t
cted
he
em
soli
dat
ed s
t of
inc
tate
con
men
om
e
Oth
tin
inc
e/
er
op
era
g
om
eig
For
xch
ont
ts
n e
ang
e c
rac		 5 16 exp
ens
e
For
eig
xch
ont
ts
n e
ang
e c
rac		 -4 -4 Int
st i
/ex
ere
nco
me
pen
se
riv
ati
esi
ing
in
De
t d
d a
s h
ed
ate
str
ent
ves
no
gn
g
um
s		 1 12

In fiscal years 2024 and 2023, gains from foreign exchange contracts not designated as hedging instruments recognized in the consolidated statement of income are faced by losses from the underlying transactions in the corresponding amount.

The Fresenius Group is exposed to effects related to foreign exchange fluctuations in connection with its international business activities that are denominated in various currencies. In order to finance its business operations, the Fresenius Group issues bonds and commercial papers and enters into long-term credit agreements and Schuldschein Loans with banks. Due to these financing activities, the Fresenius Group is exposed to interest risk caused by changes in variable interest rates and the risk of changes in the fair value of statement of financial position items bearing fixed interest rates.

In order to manage the risk of interest rate and foreign exchange rate fluctuations, the Fresenius Group enters into certain hedging transactions with financial institutions within the limits approved by the Management Board, which are set depending on the counterparty's rating. The counterparties generally have an investment grade rating. Derivative financial instruments are not entered into for trading purposes.

The Fresenius Group makes sure that hedge accounting relationships are aligned with its Group risk management objectives and strategy and that a qualitative and forwardlooking approach is used for assessing hedge effectiveness.

In general, the Fresenius Group conducts its derivative financial instrument activities under the control of a single centralized department. The Fresenius Group has established guidelines derived from best practice standards in the banking industry for risk assessment procedures and supervision concerning the use of financial derivatives.

Notes | Responsibility statement | Auditor's report

These guidelines require amongst other things a clear segregation of duties in the areas of execution, administration, accounting and controlling. Risk limits are continuously monitored and, where appropriate, the use of hedging instruments is adjusted to that extent.

The Fresenius Group defines benchmarks for individual exposures in order to quantify interest and foreign exchange risks. The benchmarks are derived from achievable and sustainable market rates. Depending on the individual benchmarks, hedging strategies are determined and implemented.

The Fresenius Group makes sure there is an economic relationship between the hedged item and the hedging instrument and ensures reasonable hedge ratios of the designated hedged items with interest and currency risks. This is achieved by matching to a large extent the critical terms of the interest and foreign exchange derivatives with the critical terms of the underlying exposures. Therefore, the earnings of the Fresenius Group were not materially affected by hedge ineffectiveness in the reporting period. In principle, sources of inefficiency are risk of credit default and time lags of underlying exposures.

The Fresenius Group has determined the euro as its financial reporting currency. Therefore, foreign exchange translation risks resulting from the fluctuation of exchange rates between the euro and the local currencies, in which the financial statements of the foreign subsidiaries are prepared, have an impact on results of operations and financial positions reported in the consolidated financial statements.

On October 24, 2024, the Fresenius Group has designated a net investment hedge with the net assets of a subsidiary with CHF as functional currency (hedged item) and the CHF bond issued in 2024 with a notional volume of CHF225 million (€239 million) (hedging instrument). As of December 31, 2024, the carrying amount of the bond was €236 million and the remaining term to maturity 58 months. Ineffectiveness is unlikely if the nominal amount of the hedge does not exceed that of the hedged item, as both the hedged item and the hedging instrument are revaluated based on the spot rate. The nominal amount of the hedged item is reviewed continuously. If it falls below the nominal amount of the hedge, the effects from the portion of the hedge that exceeds the underlying transaction are prospectively recognized as ineffectiveness in the consolidated statement of income. As of December 31, 2024, gains from foreign currency translation of the bond of €1 million (net of tax) were recognized in accumulated other comprehensive income (loss) under foreign currency translation. These effects are offset within other comprehensive income by the foreign currency translation effects of the net assets.

Besides translation risks, foreign exchange transaction risks exist. These mainly relate to transactions denominated in foreign currencies, such as purchases and sales, projects and services as well as intragroup sales of products to other Fresenius Group entities in different currency areas. Therefore, the subsidiaries are affected by changes of foreign exchange rates between the invoicing currencies and the

local currencies in which they conduct their businesses. Solely for the purpose of hedging existing and foreseeable foreign exchange transaction exposures, the Fresenius Group applies appropriate financial instruments.

In connection with the issuance of the CHF bond in October 2023 and the resulting cash-effective foreign exchange risks, the foreign exchange risks were hedged by concluding a cross currency swap simultaneously. As of December 31, 2024, the notional volume of the cross currency swap was CHF275 million (€292 million) (December 31, 2023: CHF275 million (€297 million)), its fair value amounted to €12 million (December 31, 2023: €8 million) with a remaining term to maturity of 46 months.

For loans in foreign currencies, the Fresenius Group enters into foreign exchange swap contracts. The Fresenius Group solely designates the spot element of the foreign exchange forward contract as hedging instrument in cash flow hedges and uses a hedge ratio for designated risks of 1 : 1. The fair value of foreign exchange contracts designated as cash flow hedges used to hedge operating transaction risks was -€7 million (December 31, 2023: -€1 million) and in relation with loans in foreign currencies €2 million (December 31, 2023: €1 million).

As of December 31, 2024, the notional amounts of foreign exchange contracts totaled €1,640 million (December 31, 2023: €2,121 million). Thereof €1,581 million (December 31, 2023: €2,080 million) were due in less than 12 months. As of December 31, 2024, the Fresenius Group was party to foreign exchange contracts with a maximum remaining term to maturity of 46 months. The Fresenius

Group uses a Cash-Flow-at-Risk (CFaR) model in order to estimate and quantify such transaction risks from foreign currencies. The basis for the analysis of the currency risks are the foreign currency cash flows that are reasonably expected to arise within the following 12 months, less any hedges. Under the CFaR approach, the potential currency fluctuations of these net exposures are shown as probability distributions based on historical volatilities and correlations, using the values of the last 50 exchange rates with an interval of 21 trading days. The calculation is made assuming a confidence level of 95% and a holding period of up to one year.

The aggregation of currency risks has risk-mitigating effects due to correlations between the transactions concerned, i. e. the overall portfolio's risk exposure is generally less than the sum total of the underlying individual risks. As of December 31, 2024, the Fresenius Group's cash flow at risk amounted to €31 million based on a net exposure of €1,018 million. This means, with a probability of 95%, a potential loss in relation to the forecasted foreign exchange cash flows of the next 12 months will be not higher than €31 million.

The following table shows the average hedging rates and nominal amounts of foreign exchange contracts for material currency pairs at December 31, 2024.

inal
t in
Nom
am
oun
€ m
illio
ns		 dgi
Ave
e he
rag
ng
rate
Eu
ro/
U.S
. do
llar		 37
7		 1.0
790
Sw
ish
Eu
ro/
ed
kr
ona		 365 26
11.
44
Eu
ro/
Po
und
rlin
ste
g		 181 0.8
383

Fresenius Group's interest rate risks mainly arise from money market and capital market transactions of the Group for financing its business activities.

The Fresenius Group applies appropriate financial instruments in order to protect against the risk of rising interest rates. These interest rate derivatives are exclusively designated as cash flow hedges and have been entered into in order to convert payments based on variable interest rates into payments at a fixed interest rate. As of December 31, 2024, the euro denominated interest rate swaps had a notional volume of €400 million. The fair value was -€2 million. The euro interest rate swaps will expire in 2025 and bear interest rates of 2.779% and 2.7885%. As of December 31, 2023, the Fresenius Group had not entered into any interest rate derivatives.

For purposes of analyzing the impact of changes in the relevant reference interest rates on Fresenius Group's results of operations, the Group calculates the portion of financial debt which bears variable interest rates and which has not been hedged by means of interest rate swaps or options against rising interest rates. For this particular part of its liabilities, the Fresenius Group assumes an increase in the reference rates of 0.5% compared to the actual rates as of the date of the statement of financial position. The corresponding additional annual interest expense is then compared to the net income attributable to shareholders of Fresenius SE&Co. KGaA. This analysis shows that an increase of 0.5% in the relevant reference rates would

have an effect of approximately 0.5% on the consolidated net income attributable to shareholders of Fresenius SE&Co. KGaA and an effect of less than 0.1% on Fresenius SE&Co. KGaA shareholders' equity.

The Fresenius Group is exposed to potential losses regarding financial instruments in the event of non-performance by counterparties. With respect to derivative financial instruments, it is not expected that any counterparty will fail to meet its obligations as the counterparties are highly rated financial institutions (generally investment grade). The maximum credit exposure of derivatives is represented by the fair value of those contracts with a positive fair value amounting to €15 million (December 31, 2023: €34 million) for foreign exchange derivatives. The maximum credit risk resulting from the use of non-derivative financial instruments is defined as the total amount of all receivables. In order to control this credit risk, the Management of the Fresenius Group performs an aging analysis of trade accounts receivable. For details on trade accounts receivable and on the allowances for expected credit losses, please see note 16, Trade accounts and other receivables.

Notes | Responsibility statement | Auditor's report

The liquidity risk is defined as the risk that a company is potentially unable to meet its financial obligations. The Management of the Fresenius Group manages the liquidity of the Group by means of effective working capital and cash management as well as an anticipatory evaluation of refinancing alternatives. The Management of the Fresenius Group believes that existing credit facilities as well as the

cash generated by operating activities and additional short-term and long-term borrowings are sufficient to meet the company's foreseeable demand for liquidity (see note 26, Debt).

The following table shows the future undiscounted contractual cash flows (including interests) resulting from recognized financial liabilities and derivative financial instruments:

202
4		 202
3
€ i
illio
n m
ns		 to 1
up
ye
ar		 1 to
3 y
ear
s		 3 to
5 y
ear
s		 han
5 y
re t
mo
ear
s		 o 1
up t
yea
r		 1 to
3 y
ears		 3 to
5 y
ears		 han
5 y
re t
mo
ears
eri
ive
fin
cia
l in
No
n-d
vat
str
ent
an
um
s
1
De
bt		 812 1,
173		 535 145 1,
154		 1,
49
7		 702 246
Lea
liab
ilit
ies
se		 187 30
1		 214 873 233 40
8		 32
7		 1,
210
Bo
nds		 955
1,		 2,
790		 3,
014		 2,
668		 912 3,
129		 3,
266		 3,
773
Co
rtib
le b
ond
nve
s		 -- -- -- -- 50
0		 -- -- --
Tra
de
ble
nts
acc
ou
pa
ya		 1,
35
9		 -- -- -- 1,
48
8		 -- -- --
Oth
fin
ial
liab
ilit
ies
er
anc		 1,
505		 4 -- 0 1,
49
9		 5 1 0
Co
nti
nd
ing
fo
isit
ion
nt
nts
tsta
nge
pay
me
ou
r a
cqu
s		 41 118 142 59 88 92 171 94
Put
tio
n li
ab
ilit
ies
op		 14 670 -- 7 14 484 18 11
eri
ive
fin
cia
l in
To
tal
n-d
vat
str
ent
no
an
um
s		 5,
873		 5,
056		 3,
905		 3,
752		 5,
888		 5,
615		 4,
485		 5,
334
riv
ati
fin
cia
l in
De
str
ent
ve
an
um
s
riva
tive
esi
flo
ing
in
De
s d
d a
ash
w h
edg
ate
str
ent
gn
s c
um
s
Inf
low		 -37
4		 -18 -- -- -28
7		 -17 -31
5		 --
Ou
tflo
w		 392 18 -- -- 299 27 312 --
Ne
t d
eri
ive
s d
esi
d a
ash
flo
hed
ing
in
vat
ate
str
ent
gn
s c
g
um
s
w		 18 -- -- -- 12 10 -3 --
De
riva
tive
des
ign
d a
s h
edg
ing
in
ot
ate
str
ent
s n
um
s
Inf
low		 8
-55		 -18 -- -- -61
3		 -12 -- --
Ou
tflo
w		 564 21 -- -- 622 14 -- --
eri
ive
ign
ing
in
Ne
t d
des
d a
s h
ed
vat
ot
ate
str
ent
s n
g
um
s		 6 3 -- -- 9 2 -- --
To
tal
de
riv
ati
fin
cia
l in
str
ent
ve
an
um
s		 24 3 -- -- 21 12 -3 --
eri
ive
eri
ive
fin
cia
l in
To
tal
n-d
d d
vat
vat
str
ent
no
an
an
um
s		 5,
897		 5,
059		 3,
905		 3,
752		 5,
909		 5,
627		 4,
48
2		 5,
334

1 Future interest payments for financial liabilities with variable interest rates were calculated using the latest interest rates fixed prior to December 31, 2024.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

36. INFORMATION ON CAPITAL MANAGEMENT

The Fresenius Group has a solid financial profile. Capital management includes both equity and debt. Principal objectives of Fresenius Group's capital management are to ensure financial flexibility, to maintain the investment grade rating, to limit refinancing risks and to optimize the weighted average cost of capital. Further, it is sought to achieve a balanced mix of equity and debt.

Due to the company's diversification within the healthcare sector and the strong market positions of the business segments in global, growing and non-cyclical markets, predictable and sustainable cash flows are generated. They allow a reasonable proportion of debt. Moreover, Fresenius Group's customers are generally of high credit quality.

Measures to strengthen the equity base may also be considered in exceptional cases to ensure long-term growth.

Shareholders' equity and debt have developed as follows:

SHAREHOLDERS' EQUITY

€ i
illio
n m
ns		 Dec
ber
31
, 20
24
em		 Dec
ber
31,
202
3
em
rs'
Sh
ho
lde
uity
are
eq		 20,
290		 19,
65
1
To
tal
ets
ass		 43
55
0
,		 45
284
,
Eq
uity
tio
ra		 46
.6%		 43
.4%

Fresenius SE &Co. KGaA is not subject to any capital requirements provided for in its articles of association. Fresenius SE&Co. KGaA has obligations to issue shares out of the Conditional Capital relating to the exercise of stock options on the basis of the existing 2013 Stock Option Plan (see note 39, Share-based compensation plans).

DEBT

€ i
illio
n m
ns		 Dec
ber
31
, 20
24
em		 Dec
ber
31,
202
3
em
De
bt		 13,
57
7		 15,
830
To
tal
ets
ass		 43
55
0
,		 45
284
,
De
bt
io
rat		 31
.2%		 35
.0%

Assuring financial flexibility is the top priority in the Group's financing strategy. This flexibility is achieved through a broad spread of maturities, a wide range of financing instruments, the investment grade rating and a high degree of diversification of investors and banks. Fresenius Group's maturity profile displays a broad spread of maturities with a high proportion of medium- and long-term financing. In the choice of financing instruments, market capacity, investor diversification, capital cost, and the existing maturity profile are taken into account.

The leverage ratio on the basis of net debt/EBITDA is a key financial figure for the Fresenius Group. As of December 31, 2024, the leverage ratio, calculated on the basis of year-end exchange rates, before special items was 3.0 (December 31, 2023: 3.8).

Fresenius Group's financing strategy is reflected in its investment grade rating. The Fresenius Group is covered by the rating agencies Moody's, Standard&Poor's and Fitch.

The following table shows the company rating of Fresenius SE&Co. KGaA:

RATING OF FRESENIUS SE&CO. KGAA

Dec
ber
31
, 20
24
em		 Dec
ber
31,
202
3
em
r's
Sta
nda
rd&
Poo
Co
red
it r
ati
rat
rpo
e c
ng		 BB
B		 BB
B
Ou
tlo
ok		 ble
sta		 ativ
neg
e
's
Mo
ody
Co
red
it r
ati
rat
rpo
e c
ng		 Baa
3		 Baa
3
Ou
tlo
ok		 ble
sta		 ble
sta
Fit
ch
Co
red
it r
ati
rat
rpo
e c
ng		 BB
B-		 BB
B
Ou
tlo
ok		 ble
sta		 ble
sta

On June 18, 2024, Standard&Poor's revised the outlook from negative to stable. The corporate credit rating was affirmed at BBB.

On May 16, 2024, Moody's affirmed the corporate credit rating at Baa3 and the outlook at stable.

On August 25, 2023, Fitch revised the outlook from negative to stable. The corporate credit rating was affirmed at BBB-.

On February 27, 2023, Moody's affirmed the Baa3 corporate credit rating and the stable outlook.

On February 24, 2023, Standard&Poor's confirmed Fresenius SE&Co. KGaA's BBB corporate credit rating, the outlook was changed from stable to negative.

To our shareholders Corporate Governance Group Management Report Consolidated financial statements Further information Table of contents

Consolidated statement of income | Consolidated statement of comprehensive income | Consolidated statement of financial position

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

37. SUPPLEMENTARY INFORMATION ON THE CONSOLIDATED STATEMENT OF CASH FLOWS

Cash funds reported in the consolidated statement of cash flows and in the consolidated statement of financial position are comprised of cash on hand, checks, securities and cash at bank which are readily convertible within three months and are subject to insignificant risk of changes in value.

In 2024, Fresenius Helios has used subsidies for investments in property, plant and equipment in the amount of €57 million (2023: €46 million), that were offset in the consolidated statement of cash flows in the item purchases of property, plant and equipment.

T
he
fo
l
low
ing
b
le
ho
ta
s
ws
a		 i
l
iat
ion
f
de
bt
to
rec
on
c
o		 h
f
low
fro
f
ina
ing
ca
s
m
nc		 iv
it
ies
in
2
0
2
4 a
d
2
0
2
3:
t
ac
n
€ i
illio
n m
ns		 No
ash
ch
n-c
ang
es
Jan
y 1,
20
24
uar		 Cas
h flo
w		 Ass
d as
rt of a
ume
pa
isiti
cqu
ons		 For
eig
cy tran
n cu
rren
ion
slat		 Am
orti
zati
f
on o
t iss
deb
osts
uan
ce c		 New
lea
se con
trac
ts		 lia
bilit
ies
Inte
rest		 er1
Oth		 Rec
lass
ifica
tion
s
to "
Liab
ilitie
s
dire
ctly
ocia
ted
ass
wit
h th
sets
e as
for
held
sal
e"		 Dec
ber
31
em
,
202
4
De
bt		 3,
277		 -99
3		 12 9 3 -- 138 75 -35 2,
48
6
Lea
liab
ilit
ies
se		 1,
998		 -18
1		 0 -1 -- 186 -- -66 -43
6		 1,
50
0
Bo
nds		 056
10,		 -66
7		 -- -6 11 -- 197 -- -- 9,
59
1
Co
rtib
le b
ond
nve
s		 49
9		 -50
0		 -- -- 1 -- -- -- -- --

1 Under the effective interest method, non-cash changes result from the compounding interest on lease liabilities in the amount of €47 million.

No
ash
ch
n-c
ang
es
€ i
illio
n m
ns		 Jan
y 1,
20
23
uar		 Cas
h flo
w		 Ass
d as
rt of a
ume
pa
isiti
cqu
ons		 For
eig
cy tran
n cu
rren
slat
ion		 Am
orti
zati
f
on o
deb
t iss
osts
uan
ce c		 New
lea
se con
trac
ts		 Inte
lia
bilit
ies
rest		 er1
Oth		 ifica
tion
Rec
lass
s
to "
Liab
ilitie
s
rela
ted
to
Fre
ius
Med
ical
sen
Car
e to
be
dec
olid
ated
ons
und
er I
FRS
5"		 Rec
lass
ifica
tion
s
to "
Liab
ilitie
s
dire
ocia
ctly
ted
ass
wit
h th
sets
e as
held
for
sal
e"		 Dec
ber
31
em
,
202
3
De
bt		 3,
702		 657 -40 -24 56 -- 144 64 -1,
274		 -8 3,
277
Lea
liab
ilit
ies
se		 6,
592		 -60
2		 -12 -84 -- 553 -- -65 31
2
-4,		 -72 998
1,
Bo
nds		 16,
978		 118 -- -51 -52 -- 250 203 -7,
39
0		 0 10,
056
Co
rtib
le b
ond
nve
s		 49
1		 -- -- -- 8 -- -- -- 0 0 49
9

1 Under the effective interest method, non-cash changes result from the compounding interest on lease liabilities in the amount of €48 million.

€ i
illio
n m
ns		 202
4		 202
3
As
ire
d
set
s a
cqu		 83 209
Lia
bil
itie
d
s a
ssu
me		 -6 --
No
olli
int
ntr
sts
nco
ng
ere		 -- --
De
bt
ed
ass
um		 6 24
Ca
sh
id
pa		 83 233
Cas
h a
ire
d
cqu		 -3 --
To
tal
sh
id f
uis
itio
d i
st
ca
pa
or
acq
ns
an
nve
int
ibl
d p
has
of
nts
ts
me
an
urc
es
an
g
e a
sse		 80 233

Cash paid for acquisitions consisted of the following:

As part of the deconsolidation of Fresenius Medical Care, cash and cash equivalents in an amount of €1,303 million were derecognized in 2023.

Proceeds from the sale of subsidiaries were €394 million in 2024 (2023: €1 million) and mainly related to the sale of the Eugin Group and the rehabilitation business of Fresenius Vamed.

Notes | Responsibility statement | Auditor's report

Interest payments are included in the consolidated statement of cash flows under net cash provided by operating activities. In fiscal year 2024, cash payments related to interest amounted to €408 million (2023: €370 million).

38. NOTES ON THE CONSOLIDATED SEGMENT REPORTING

The Fresenius Group has identified the business segments Fresenius Kabi and Fresenius Helios, which corresponds to the internal organizational and reporting structures (Management Approach) at December 31, 2024.

Due to the exit from Fresenius Vamed, Vamed is no longer a business segment in the internal reporting and is therefore no longer shown in the consolidated segment reporting. The investment in Fresenius Medical care was deconsolidated as of November 30, 2023 and has been accounted for using the equity method since then. Accordingly, the prior year figures in the consolidated statement of income and the consolidated statement of cash flows have been restated and key figures adjusted.

The key data disclosed in conjunction with the consolidated segment reporting correspond to the key data of the internal reporting system of the Fresenius Group. Internal and external reporting and accounting correspond to each other; the same key data and definitions are used.

Sales and proceeds between the segments are indicative of the actual sales and proceeds agreed with third parties. Administrative services are billed in accordance with service level agreements.

The business segments were identified in accordance with IFRS 8, Operating Segments, which defines the segment reporting requirements in the annual financial statements and interim reports with regard to the operating business, product and service businesses and regions.

The business segments of the Fresenius Group are as follows:

  • ► Fresenius Kabi
  • ► Fresenius Helios

Details on the business segments are shown in note 1. I., Group Structure.

The column Corporate /Other is comprised of the holding functions of Fresenius SE&Co. KGaA and Fresenius Digital Technology GmbH, which provides services in the field of information technology, as well as the former Vamed High-End Services (HES) business unit, which provides

services for Fresenius Helios and other hospitals. Furthermore, Corporate / Other includes intersegment consolidation adjustments, all special items (see note 3, Special items) and in net income the at equity results of Fresenius Medical Care and the 30% stake in the rehabilitation business of Fresenius Vamed.

Revenue, EBIT and net income of the business segment Corporate /Other were composed as follows:

€ i
illio
n m
ns		 202
4		 202
3
Re
e C
te/
Ot
he
ve
nu
orp
ora
r		 680 1,
106
Sp
eci
al i
tem
s		 30
7		 760
Gro
fun
ctio
/el
im
ina
tio
up
ns
ns		 -61 -72
Oth
bus
ine
ivit
ies
act
er
ss		 434 41
8
EB
IT
Co
e/O
the
rat
rpo
r		 -82
5		 -1,
152
Sp
eci
al i
tem
s		 -70
7		 083
-1,
Gro
fun
ctio
/el
im
ina
tio
up
ns
ns		 -11
3		 -89
Oth
ine
ivit
ies
bus
act
er
ss		 -5 20
t in
Ne
e C
te/
Ot
he
com
orp
ora
r		 -1,
154		 -2,
047
Sp
eci
al i
tem
s		 278
-1,		 -2,
137
Gro
fun
ctio
/el
im
ina
tio
up
ns
ns		 -11
2		 -75
Oth
bus
ine
ivit
ies
act
er
ss		 -52 -78
Inc
e f
in
tm
ent
om
rom
ves
s
d f
usi
uity
the
nte
acc
ou
or
ng
eq
tho
d b
efo
cia
l ite
me
re
spe
ms		 288 243

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The key figures used by the Management Board to assess segment performance have been selected in such a way that they include all items of income and expenses which fall under the area of responsibility of the business segments. The Management Board is convinced that the most suitable performance indicator is the operating income (EBIT). The Management Board believes that, in addition to the operating income, the figure for earnings before interest, taxes and depreciation / amortization (EBITDA) can also help investors to assess the ability of the Fresenius Group to generate cash flows and to meet its financial obligations.

Depreciation and amortization is presented for property, plant and equipment and intangible assets with definite useful lives of the respective business segment.

Net interest is comprised of interest expenses and interest income.

Net income attributable to shareholders of Fresenius SE&Co. KGaA is defined as earnings after income taxes and noncontrolling interests.

The operating cash flow is the cash provided by /used in operating activities.

The cash flow before acquisitions and dividends is the operating cash flow less net capital expenditure.

Debt is comprised of bank loans, bonds, convertible bonds, lease liabilities, liabilities relating to outstanding payments for acquisitions as well as intercompany liabilities.

Other operating liabilities include the sum of short-term and long-term liabilities, less debt and less liabilities for deferred taxes.

Capital expenditure mainly contains additions to property, plant and equipment, including non-cash effective items.

Acquisitions refer to the purchase of shares in legally independent companies and the acquisition of business divisions and intangible assets (e.g. licenses). The key figures shown with regard to acquisitions present the contractual purchase prices comprising amounts paid in cash (less cash acquired), debt assumed and the issuance of shares, whereas for the purposes of the statement of cash flows, only cash purchase price components less acquired cash and cash equivalents are reported.

The EBITDA margin is calculated as a ratio of EBITDA to revenue.

The EBIT margin is calculated as a ratio of EBIT to revenue.

The return on invested capital (ROIC) is defined as the ratio of EBIT less taxes to the average invested capital. Invested capital is calculated from total assets less deferred tax assets, cash and cash equivalents, trade accounts payable, provisions, other non-interest-bearing liabilities and the carrying amount of the investment in Fresenius Medical Care.

In addition, the key indicators ''depreciation and amortization in % of revenue'' and ''operating cash flow in % of revenue'' are also disclosed.

RECONCILIATION OF KEY FIGURES TO CONSOLIDATED

EARNINGS FROM CONTINUING OPERATIONS

€ i
illio
n m
ns		 202
4		 202
3
of
ing
To
tal
EB
IT
ort
ent
rep
se
gm
s		 607
2,		 2,
335
Sp
eci
al i
tem
s		 -70
7		 -1,
083
Ge
al c
te
ner
orp
ora
exp
ens
es
Co
e (
EB
IT)
rat
rpo		 -11
8		 -69
Gr
EB
IT
ou
p		 1,
782		 1,
183
Inc
e f
in
tm
ent
om
rom
ves
s
d f
usi
nte
acc
ou
or
ng
the
uity
eth
od
m		 38 -12
eq
Int
st e
ere
xp
ens
es		 -54
7		 -51
9
Int
st i
ere
nco
me		 115 121
inc
Inc
e b
efo
e t
om
re
om
axe
s		 1,
38
8		 773

RECONCILIATION OF NET DEBT WITH THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

€ i
illio
n m
ns		 Dec
. 31
, 20
24		 Dec
. 31
, 20
23
De
bt		 2,
48
6		 3,
277
liab
ilit
ies
Lea
se		 1,
50
0		 1,
998
Bo
nds		 9,
59
1		 10,
056
Co
rtib
le b
ond
nve
s		 -- 49
9
De
bt		 13,
57
7		 830
15,
les
ash
d c
ash
uiv
ale
nts
s c
an
eq		 2,
282		 2,
562
Ne
t d
ebt		 295
11,		 13,
26
8

Net debt excluding lease liabilities amounted to €9,795 million at December 31, 2024 (December 31, 2023: €11,270 million).

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The following table shows the long-lived assets by geographical region:

€ i
illio
n m
ns		 Dec
. 31
, 20
24		 Dec
. 31
, 20
23
Ge
rm
any		 13,
31
6		 13,
574
Sp
ain		 7,
61
1		 7,
755
Eu
e (
lud
ing
Ge
d S
in)
rop
exc
rm
any
an
pa		 1,
144		 1,
616
eri
No
rth
Am
ca		 678
7,		 7,
55
1
As
ia-
Pac
ific		 794 788
in A
ric
Lat
me
a		 688 725
Afr
ica		 36 35
1
-liv
To
tal
lo
ed
ets
ng
ass		 31
267
,		 32
044
,

1 The aggregate amount of long-lived assets is the sum of non-current assets less deferred tax assets and less other non-current financial assets.

In 2024, the Fresenius Group generated revenue of €8,569 million (2023: €8,109 million) in Germany. Revenue in Spain was €4,761 million (2023: €4,423 million).

In 2024, the segment Fresenius Kabi generated other revenue in the amount of €5 million (2023: €5 million) and Fresenius Helios €23 million (2023: €50 million). All other revenue is revenue from contracts with customers.

39. SHARE-BASED COMPENSATION PLANS

The expenses related to cash-settled share-based payment transactions are determined based upon the fair value at measurement date and the number of performance shares or stock awards granted which will be recognized over the vesting period. In 2024, the Fresenius Group recognized expenses of €51 million (2023: €18 million) in connection with cash-settled share-based payment transactions. At December 31, 2024, the Fresenius Group has accrued €71 million (December 31, 2023: €20 million) for its sharebased compensation plans.

As of December 31, 2024, Fresenius SE&Co. KGaA had three share-based compensation plans in place: the Fresenius SE &Co. KGaA Long Term Incentive Program 2013 (LTIP 2013) which is based on stock options and phantom stocks, the Long Term Incentive Plan 2018 (LTIP 2018) which is based on performance shares and the Fresenius Performance Plan 2023 -- 2026 (LTIP 2023) which is based on stock awards. Currently, solely LTIP 2023 can be used to grant stock awards.

Fresenius Performance Plan 2023 -- 2026 (LTIP 2023)

On December 1, 2022 and March 16, 2023, respectively, the Management Board and Supervisory Board of the general partner, Fresenius Management SE, resolved the Fresenius Performance Plan 2023--2026 (LTIP 2023).

LTIP 2023 is based solely on cash-settled virtual shares in Fresenius SE&Co. KGaA (stock awards). The stock awards issued under the plan are cash-settled virtual payment instruments not backed by equity. They grant an entitlement to a cash payment by Fresenius SE&Co. KGaA or an affiliated company if the performance targets are achieved and the other conditions are met.

The members of the Management Board of Fresenius Management SE (Management Board Plan Participants) and selected executives (Executive Plan Participants) are eligible to participate. Stock awards will be granted once a year over a period of four years. For Management Board Plan Participants the grant is made by the Supervisory Board of the general partner, Fresenius Management SE, the grant to the Executive Plan Participants by the Management Board of Fresenius Management SE, in each case on the basis of a fixed grant value. The number of stock awards granted is calculated using the grant value and the average Xetra closing price of the Fresenius share on the Frankfurt Stock Exchange (or any successor system replacing the Xetra system) during the period of 30 stock exchange trading days prior to the beginning of the four-year performance period, commercially rounded to the second decimal place.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

The final number of stock awards, which in addition to the absolute share price performance of the Fresenius share and the amount of dividends paid during the performance period, determines the amount payable, depends on the degree of achievement of the performance targets described in more detail below. At the end of each fiscal year, the annual target achievement for each performance target is calculated and fixed (lock-in). At the end of the performance period, the target achievement of the individual performance targets is calculated by taking the average of the four annual target achievements. The annual target achievements of a performance target are equally weighted at 25% each.

The number of stock awards resulting at the end of the four-year performance period on the basis of the respective target achievement is then multiplied by the average closing price of the Fresenius share on the Frankfurt Stock Exchange (or a successor system replacing the Xetra system) in the period of 30 stock exchange trading days prior to the end of the performance period, commercially rounded to the second decimal place, plus an amount corresponding to the sum of the dividends paid per Fresenius share (dividend equivalent) during the performance period. The resulting amount is paid out to the respective plan participant in cash. The potential payout entitlement of the plan participants is limited to a maximum of 250% of the grant value. Vesting is also conditional on the absence of a compliance breach and an active and non-terminated service or employment relationship.

In the event of a compliance breach, the Supervisory Board of Fresenius Management SE is entitled to reduce the number of stock awards granted to a member of the Management Board down to zero at its reasonable discretion. For the remaining plan participants, the Management Board of Fresenius Management SE is entitled to do so. Furthermore, within a period of three years from the date of payment, Fresenius SE&Co. KGaA has a claim for repayment in full or in part if a compliance breach has occurred which is not time-barred at the time of the reclaim.

LTIP 2023 has three differently weighted performance targets: relative Total Shareholder Return (TSR) of the Fresenius share compared to the STOXX® Europe 600 Health Care Index (weighting: 50%), Return on Invested Capital (ROIC) (weighting: 25%) and ESG targets (weighting: 25%). As part of the ESG targets, the reduction of CO2 emissions was set as an ESG target for the 2024 and the 2023 grant. For future grants, the Supervisory Board (for the Management Board Plan Participants) and the Management Board (for the Executive Plan Participants) may set another ESG target or several other ESG targets instead of or in addition to the ESG target reduction of CO2 emissions.

For the performance target Total Shareholder Return, 100% target achievement is given if the TSR of the Fresenius share exactly equals the TSR of the STOXX® Europe 600 Health Care Index in the relevant fiscal year of the performance period (TSR equal performance). If the TSR of the

Fresenius share falls below the TSR of the STOXX® Europe 600 Health Care Index in the relevant fiscal year of the performance period by 50 percentage points or more, the degree of target achievement is 0% (TSR underperformance). If the TSR of the Fresenius share exceeds the TSR of the STOXX® Europe 600 Health Care Index in the relevant fiscal year of the performance period by 50 percentage points or more, the degree of target achievement is 250% (TSR outperformance). A TSR outperformance of more than 50 percentage points does not lead to a further increase in target achievement.

For a relative TSR in the range between -50 percentage points TSR underperformance and TSR equal performance, the target achievement for the fiscal year will be determined by linear interpolation between these two key points. For a relative TSR in the range between TSR equal performance and +50 percentage points TSR outperformance, the target achievement for the fiscal year is determined by linear interpolation between these two key points. Target achievement is commercially rounded up or down to the second decimal place.

According to the consolidated financial statements, the performance target ROIC is calculated as EBIT less taxes divided by invested capital. ROIC is calculated on the basis the Fresenius Group's approved consolidated financial statements for the relevant fiscal years, adjusted for potential acquisition or divestment activities or changes in IFRS accounting standards during the performance period.

388

| Annual Report 2024

Notes | Responsibility statement | Auditor's report

In order to determine the target achievement, the Supervisory Board will determine the annual budgeted values for ROIC (plan ROIC) for the Management Board Plan Participants and the Management Board will determine the annual budgeted values for ROIC (plan ROIC) for the Executive Plan Participants at the beginning of the performance period on the basis of the three-year mid-term planning for the fiscal year. The plan ROIC for the fourth year will be taken from the mid-term plan for the following year.

For the ROIC performance target, 100% target achievement is given if the ROIC actually achieved (actual ROIC) is equal to the plan ROIC for the relevant fiscal year of the performance period. If the actual ROIC falls below the plan ROIC for the relevant fiscal year of the performance period by 2 percentage points, the target achievement is 50%. A ROIC target underperformance of more than 2 percentage points results in a target achievement of 0%. If the actual ROIC exceeds the plan ROIC for the relevant fiscal year of the performance period by 2 percentage points or more, the target achievement is 250%. A ROIC target outperformance of more than 2 percentage points does not lead to a further increase in target achievement.

In the event that the actual ROIC for the relevant fiscal year of the performance period falls below the weighted average cost of capital (WACC), the target achievement for the performance target ROIC for this fiscal year is always 0%, in deviation from the calculations described before.

For the performance target reduction of CO2 emissions defined as ESG target for the 2024 and the 2023 grant, 100% target achievement is given if the actual

reduction of CO2 emissions in t CO2 equivalents achieved in the relevant fiscal year of the performance period compared to the previous year (actual CO2 reduction) corresponds to a reduction of CO2 emissions in the amount of the defined percentage of CO2 emissions in the relevant base year (planned CO2 reduction). For the 2024 and the 2023 grant, 2020 is the base year. In addition to the planned CO2 reduction, the Supervisory Board (for the Management Board Plan Participants) and the Management Board (for the Executive Plan Participants) shall each set values that lead to a target achievement of 50% and 250%. If the actual CO2 reduction is less than the value of the CO2 emissions in the base year specified for the target achievement of 50%, the target achievement is 0%.

An actual CO2 reduction that exceeds the value of the CO2 emissions of the base year determined for the target achievement of 250% does not lead to a further increase in the target achievement. If, according to this system, in a performance period, a target achievement of 0% has been determined for at least one fiscal year of the performance period with regard to the ESG target CO2 reduction, the target achievement for this ESG target can alternatively be determined uniformly for all fiscal years of the performance period on the basis of the average annual actual CO2 reduction compared to the average annual planned CO2 reduction for the entire performance period. In such a case, the target achievement for this performance period corresponds uniformly to 25% of the total target achievement thus calculated for the performance period.

LTIP 2018

On April 12, 2018 and March 15, 2018, respectively, the Management Board and Supervisory Board of the general partner, Fresenius Management SE, resolved the Long Term Incentive Plan 2018 (LTIP 2018).

The LTIP 2018 is based solely on virtual stocks (performance shares). The performance shares issued through the plan are non-equity-backed, virtual compensation instruments. When performance targets are reached and other prerequisites are met, they guarantee the entitlement to a cash payment by Fresenius SE&Co. KGaA or one of its affiliated companies.

The plan is available both for members of the Management Board and other executives. Performance shares may be granted once annually over a period of five years. The grant to the members of the Management Board is made by the Supervisory Board of the general partner, Fresenius Management SE, the grant to the other executives is made by the Management Board of Fresenius Management SE, in each case on the basis of a grant value determined at its discretion. The grant value is determined in consideration of the personal performance and the responsibilities of the concerned plan participant. The number of performance shares granted is calculated through applying the grant value and the average stock market price of the Fresenius share over the period of 60 stock exchange trading days prior to the grant date.

Notes | Responsibility statement | Auditor's report

The number of performance shares may change over a period of four years, depending on the level of achievement of the performance targets described in more detail below. This could entail the entire loss of all performance shares or also -- at maximum -- the doubling of their number. The resulting number of performance shares, which is determined after a performance period of four years and based on the respective level of target achievement, is deemed finally earned four years after the date of the respective grant. The number of vested performance shares is then multiplied by the average stock exchange price of Fresenius SE&Co. KGaA's share over a period of 60 stock exchange trading days prior to the lapse of this vesting period plus the total of the dividends per share of Fresenius SE&Co. KGaA paid by Fresenius SE&Co. KGaA between the grant date and the vesting date. The resulting amount will be paid to the respective plan participant in cash. The potential disbursement entitlement of each member of the Management Board is limited to a maximum value of 250% of the grant value, the entitlement of all other plan participants is limited to a maximum value of 400%.

The LTIP 2018 has two equally weighted performance targets: firstly, the growth rate of the adjusted consolidated net income (adjusted for currency effects) and, secondly,

the relative Total Shareholder Return based on the STOXX® Europe 600 Health Care Index. Disbursement entitlement requires that at least one of the two performance targets must be reached or surpassed over the four-year performance period.

For the performance target Net Income Growth Rate a level of target achievement of 100% is reached when the same is at least 8% over the four-year performance period. If the growth rate falls below or corresponds to only 5%, the level of target achievement is 0%. If the growth rate is between 5% and 8%, the level of target achievement is between 0% and 100%, while, where the growth rate is between 8% and 20%, the level of target achievement will be between 100% and 200%. Intermediate values are calculated through linear interpolation. The net income is the consolidated net income attributable to shareholders of Fresenius SE&Co. KGaA reported in the consolidated financial statements of Fresenius SE&Co. KGaA prepared in accordance with IFRS, adjusted for extraordinary effects.

The determination of the adjusted net income (adjusted for currency effects) and the change in comparison with the adjusted net income (not adjusted for currency effects) of the previous Fresenius Group fiscal year will be verified in a binding manner by the auditors of Fresenius SE &Co. KGaA on the basis of the audited consolidated financial statements. For the ascertainment of the currency translation effects, all line items of the income statements of the companies that are included in the consolidated financial

statements and which have a functional currency other than the reporting currency (euro) of the Fresenius Group are translated with the average exchange rates of the Fresenius Group fiscal year of the consolidated financial statements that are the basis for the comparison.

For the Total Shareholder Return performance target, a target achievement of 100% is met when the Total Shareholder Return of Fresenius SE&Co. KGaA in comparison with the Total Shareholder Return of the other companies of the STOXX® Europe 600 Health Care Index achieves an average ranking within the benchmark companies, i. e. exactly in the middle (50th percentile), over the four-year performance period. If the ranking corresponds to the 25th percentile or less, the level of target achievement is 0%. Where the ranking is between the 25th percentile and the 50th percentile, the level of target achievement is between 0% and 100%; and, for a ranking between the 50th percentile and the 75th percentile, between 100% and 200%. Intermediate values will also be calculated through linear interpolation. Total Shareholder Return denotes the percentage change in the stock market price within the performance period including reinvested dividends and all capital measures, whereby capital measures are to be calculated through rounding down to the fourth decimal place.

The ranking values are determined using the composition of STOXX® Europe 600 Health Care on the grant date. For equalization purposes, the relevant market price is the

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

average market price in the period of 60 stock exchange trading days prior to the beginning and end of a performance period; the relevant currency is that of the main stock exchange of a company, which was listed in STOXX® Europe 600 Health Care on the grant date.

A level of target achievement in excess of 200% is not possible for both performance targets.

To calculate the level of overall target achievement, the level of target achievement of the two performance targets is given equal weighting. The total number of performance shares vested on each plan participant is calculated through multiplying the number of performance shares granted by the overall target achievement. The performance targets for the 2018, the 2019 and the 2020 grant were not achieved. Therefore, the performance shares granted in 2018, 2019 and 2020 forfeited.

In the event of violation of compliance rules, the Supervisory Board of Fresenius Management SE, in due exercise of its discretion, is entitled to reduce the number of performance shares vested on a member of the Management Board to zero. Regarding all other plan participants, such decision is made by the Management Board of Fresenius Management SE. Furthermore, Fresenius SE&Co. KGaA is entitled to a complete or partial reimbursement in the event of violation of compliance rules in the period of three years following disbursement.

Due to the government financing and support received by the Fresenius Group in fiscal year 2023, the Company is subject to restrictions under the Energy Price Brake Acts, according to which the members of the Management Board of Fresenius Management SE may not be awarded any variable compensation components for fiscal year 2023 in particular. The long-term variable compensation of the members of the Management Board has also been affected, in that the tranche 2023-- i.e. the part relating to the year 2023-- must be disregarded in the future payment of the grants under the LTIP 2018 and the LTIP 2023, the respective measurement period of which also includes fiscal year 2023. This therefore affects the annual tranche 2023 of the grants 2020 to 2022 under the LTIP 2018 and the grant 2023 under the LTIP 2023. As the overall target achievement for the grant 2020 is 0% and the grant 2020 was therefore not paid out in total, the statutory restrictions did not have any impact insofar.

LTIP 2013

The LTIP 2013 is comprised of the Fresenius SE&Co. KGaA Stock Option Plan 2013 and the Fresenius SE&Co. KGaA Phantom Stock Plan 2013. It combines the granting of stock options with the granting of phantom stock awards. Under this program, the last stock options and phantom stocks were granted in 2017. By the end of 2022, all phantom stocks were paid out. The stock options issued in fiscal year 2017 can still be exercised in fiscal year 2025. However, exercise is very unlikely due to the level of the exercise price.

On September 18, 2024, retroactive to January 1, 2024, Fresenius SE&Co. KGaA granted 1,220,976 stock awards with a total fair value of €34 million to executives of the Fresenius Group under the LTIP 2023. On March 15, 2024, retroactive to January 1, 2024, Fresenius SE&Co. KGaA granted 257,773 stock awards with a total fair value of €7 million to the Management Board of Fresenius Management SE under the LTIP 2023. The fair value per stock award on the grant date of January 1, 2024 was €28.25.

On January 1, 2023, Fresenius SE&Co. KGaA awarded 1,437,322 stock awards under the LTIP 2023, the total fair value at the grant date being €37 million, including 246,336 stock awards valued at €6 million to the members of the Management Board of Fresenius Management SE. The fair value per stock award at the grant date was €25.98.

During fiscal years 2024 and 2023, no stock options were exercised.

At December 31, 2024, 364,828 stock options issued under the LTIP 2013 were outstanding and exercisable. The members of the Fresenius Management SE Management Board did not hold any stock options. At December 31, 2024, 1,871,162 performance shares issued under the LTIP 2018 were outstanding, the Management Board members of Fresenius Management SE held 93,165 performance shares. 2,815,972 stock awards issued under the LTIP 2023 were outstanding on December 31, 2024, of which 474,919 were held by the members of the Fresenius Management SE Management Board.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

At December 31, 2023, 1,957,336 stock options issued under the LTIP 2013 were outstanding and exercisable. The members of the Fresenius Management SE Management Board held 303,750 stock options. At December 31, 2023, 2,957,830 performance shares issued under the LTIP 2018 were outstanding, the Management Board members of Fresenius Management SE held 133,750 performance shares. 1,433,394 stock awards issued under the LTIP 2023 were outstanding on December 31, 2023, of which 217,146 were held by the members of the Fresenius Management SE Management Board.

Stock option transactions are summarized as follows:

Ord
ina
sha
ry
res
De
ber
31
cem		 Num
ber
of o
ptio
ns		 We
ight
ed
ave
rag
e
rcis
rice
exe
e p
in €		 of o
ptio
Num
ber
ns
rcis
able
exe
Ba
lan
202
2
ce		 3,
583
234
,		 64
.84		 3,
583
234
,
rcis
ed
exe		 --
for
feit
ed		 156
733
,		 65
.35
ire
d
exp		 1,
46
9,
165		 60
.73
Ba
lan
202
3
ce		 957
33
6
1,
,		 67
.87		 957
33
6
1,
,
rcis
ed
exe		 --
for
feit
ed		 166
895
,		 68
.61
ire
d
exp		 1,
42
5,
613		 66
.03
Ba
lan
202
4
ce		 364
828
,		 74
.75		 364
828
,

The following table provides a summary of outstanding and exercisable options for ordinary shares at December 31:

De
be
r 3
1,
202
4
cem		 De
ber
31
202
3
cem
,
Ra
of
nge
rcis
ric
exe
e p
es
in €		 Num
ber
of o
ptio
ns		 ight
We
ed a
ver
age
ain
ing
rem
l life
trac
tua
con
in y
ears		 We
ight
ed a
ver
age
rcis
rice
exe
e p
in €		 Num
ber
of o
ptio
ns		 ight
We
ed a
ver
age
ain
ing
rem
l life
trac
tua
con
in y
ears		 We
ight
ed a
ver
age
rcis
rice
exe
e p
in €
60
--6
.01
5.0
0		 749 0.9
2		 64
.69		 749 1.9
2		 64
.69
65
.01
--7
0.0
0		 -- 1,
543
138
,		 0.5
8		 66
.03
70
.01
--7
5.0
0		 364
079
,		 0.5
8		 74
.77		 41
3,
44
9		 1.5
8		 74
.77
364
828
,		 0.5
8		 74
.75		 957
33
6
1,
,		 0.7
9		 67
.87

At December 31, 2024, the aggregate intrinsic value of exercisable options for ordinary shares was -€15 million (December 31, 2023: -€78 million).

Notes | Responsibility statement | Auditor's report

40. RELATED PARTY TRANSACTIONS

Related parties are associated and non-consolidated companies as well as natural and legal persons who can exert a significant influence on the Fresenius Group. These include in particular Fresenius Management SE, the Else Kröner-Fresenius-Stiftung, the members of the Management Board and Supervisory Board and their close family members. Fresenius Management SE is the general partner of Fresenius SE&Co. KGaA and prepares its own consolidated financial statements. The Else Kröner-Fresenius-Stiftung is the sole shareholder of Fresenius Management SE. The shareholder representatives elect the Supervisory Board of Fresenius Management SE during Fresenius Management SE's Annual General Meeting. Commercial relationships exist mainly with the associated companies of Fresenius Medical Care.

In 2024, €20 million (2023: €17 million) were paid to Fresenius Management SE as compensation for the Management Board and the Supervisory Board, general partners' fees and other reimbursements of out-of pocket expenses. At December 31, 2024, there were outstanding liabilities payable to Fresenius Management SE in the amount of €63 million (December 31, 2023: €55 million), consisting mainly of pension obligations and Management Board compensation.

The aforementioned payments are net amounts. In addition, VAT was paid.

As the Fresenius Group made use of the governmental compensation and reimbursement payments provided for in the relief package to compensate for additional costs caused by the increase in energy prices in fiscal year 2023, no dividend was paid to the shareholders of Fresenius SE&Co. KGaA in 2024. In 2023, the Else Kröner-Fresenius-Stiftung was paid the dividends which it is entitled to as a shareholder in the ordinary share capital of Fresenius SE&Co. KGaA.

After deconsolidation at the end of November 2023, the investment in Fresenius Medical Care has been accounted for using the equity method. As a result, relationships with the former subsidiary and its affiliated companies must be reported as related party transactions.

Fresenius has entered into certain arrangements for services and products as well as leases with Fresenius Medical Care AG or its subsidiaries as described below. Fresenius' terms related to the receivables or payables for these services and products are generally consistent with the normal terms of Fresenius' ordinary course of business transactions with unrelated parties and Fresenius believes that these arrangements reflect fair market terms. Fresenius utilizes various methods to verify the commercial reasonableness of its related party arrangements. Financing

arrangements as described below have agreed-upon terms which are determined at the time such financing transactions occur and reflect market rates at the time of the transaction.

Fresenius has service agreements with companies of the Fresenius Medical Care Group. They include administrative services and IT services. The above-mentioned agreements generally have a term of one to five years.

Fresenius sells products to the Fresenius Medical Care Group and purchases products from Fresenius Medical Care.

Companies of the Fresenius Medical Care Group have rental agreements for real estate with Fresenius, which primarily include premises in Bad Homburg v. d. H. (Germany) and the production sites in Schweinfurt and St. Wendel (Germany). The rental agreements run until the end of 2032.

The effects of these transactions are as follows:

SERVICE AGREEMENTS, PRODUCTS AND OTHER INCOME WITH FRESENIUS MEDICAL CARE

€ i
illio
n m
ns		 202
4		 202
3
Sa
les
of
ods
d s
ice
go
an
erv
s		 23 26
Oth
inc
er
om
e		 122 179
Pu
rch
f g
ood
nd
vic
ase
s o
s a
ser
es		 76 77
Ac
cei
vab
le
nts
cou
re		 32 32
Ac
ble
nts
cou
pa
ya		 30 44

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

Fresenius Medical Care received short-term loans from Fresenius and granted short-term loans to Fresenius until February 2023. In February 2023, Fresenius Medical Care discontinued its participation in Fresenius' cash management system, which was previously used to offset certain intercompany receivables and payables with subsidiaries and other related parties. In March 2023, Fresenius Medical Care introduced its own cash management system.

Fresenius SE&Co. KGaA and Fresenius Medical Care AG&Co. KGaA have terminated the unconfirmed revolving credit facility under which Fresenius Medical Care AG&Co. KGaA could draw up to €600 million on a revolving basis as of the date of deconsolidation and change of legal form on November 30, 2023.

When the change of legal form took effect on November 30, 2023, the unsecured loan of €3 million was repaid by the former general partner of Fresenius Medical Care AG&Co. KGaA.

Following the sale of 70% of Fresenius Vamed's rehabilitation business, the 30% investment in the holding company Aceso Topco 1 S.à r.l. is accounted for using the equity method. As a result, relationships with the former subsidiary and its affiliated companies must be reported as related party transactions. Aceso Topco 1 S.à r.l. received a loan of €100 million maturing on September 30, 2036.

41. SUBSEQUENT EVENTS

On February 3, 2025, the Fresenius Group announced that it entered an agreement with Worldwide Hospital Group (WWH), a healthcare company based in Germany, to fully divest Vamed's international project business (Health Tech Engineering, HTE). Closing is expected mid-2025 and subject to the fulfillment of certain closing conditions. The transaction involves the transfer of liquidity and is expected to result in a negative special item amounting up to a low three-digit million euro amount.

Since the beginning of fiscal year 2025, trends towards a changing geopolitical order can be observed. The potential implications for customs duties, taxes, regulation, administration, and political decision-making, for example, may have a direct and indirect negative impact on the operating environment and the business activities of the Fresenius Group, which, however, cannot be estimated at present.

Since the end of fiscal year 2024 until February 25, 2025, no other events of material importance on the assets and liabilities, financial position, and results of operations of the Group have occurred.

42. COMPENSATION OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD

Detailed and individualized information regarding the compensation of the members of the Management Board and of the Supervisory Board is disclosed in the compensation report.

The compensation of the Management Board of Fresenius Management SE is, as a whole, performancebased and geared towards promoting sustainable corporate development. It is composed of the following elements:

► non-performance-based compensation (fixed compensation and fringe benefits)

  • ► short-term performance-based compensation (one-year variable compensation (bonus))
  • ►components with long-term incentive effects (multi-year variable compensation comprising stock awards and postponed payments of the one-year variable compensation/ of the bonus)

Due to the government financing and support received by the Fresenius Group, the Company is subject to restrictions under the Energy Price Brake Acts, according to which the members of the Management Board of Fresenius Management SE may not be awarded any variable compensation components for fiscal year 2023 in particular. Consequently,

Notes | Responsibility statement | Auditor's report

the short-term variable compensation for fiscal year 2023 was not paid out to the members of the Management Board. The long-term variable compensation of the members of the Management Board has also been affected, in that the tranche 2023 -- i.e. the part relating to the year 2023-- must be disregarded in the future payment of the grants under the LTIP 2018 and the LTIP 2023, the respective measurement period of which also includes fiscal year 2023. This therefore affects the annual tranche 2023 of the grants 2020 to 2022 under the LTIP 2018 and the grant 2023 under the LTIP 2023. As the overall target achievement for the grant 2020 is 0% and the grant 2020 was therefore not paid out in total, the statutory restrictions did not have any impact.

The cash compensation paid to the Management Board for the performance of its responsibilities was €11,374 thousand (2023: €7,939 thousand). Thereof, €5,626 thousand (2023: €7,939 thousand) was not performance-based. The performance-based compensation in fiscal year 2024 amounted to €5,748 thousand. As already described above, the performance-based compensation was not paid out in fiscal year 2023. The short-term performance-based compensation depends on the achievement of targets relating to the net income and the revenue of the Fresenius Group and the business segments as well as on the achievement of sustainability criteria. As a long-term incentive

component, the members of the Management Board received 257,773 stock awards of Fresenius SE&Co. KGaA (2023: 242,486) in the equivalent value of €7,282 thousand (2023: €6,300 thousand).

The total compensation of the Management Board was €18,656 thousand (2023: €14,239 thousand).

In fiscal year 2024, the Fresenius Group recognized expense under continuing operations, according to IFRS, from share-based compensation plans for the Management Board of €5,394 thousand (2023: €3,117 thousand), expenses for pension commitments within the framework of a defined contribution plan for the members of the Management Board of €1,344 thousand (2023: €1,484 thousand) and in fiscal year 2023 expenses for early termination of service agreements of €8,572 thousand. In accordance with IFRS, the total compensation expense for the Management Board recognized in the statement of income under continuing operations amounted to €18,129 thousand (2023: €19,565 thousand). In addition, there were outstanding balances of €7,823 thousand (2023: €2,402 thousand) for members of the Management Board at the end of the fiscal year, mainly for performance-based compensation. Terms and conditions of long-term variable compensation are detailed under note 39, Share-based compensation plans.

The total compensation paid to the Supervisory Board of Fresenius SE&Co. KGaA and its committees was €2,445 thousand in 2024 (2023: €2,446 thousand). The total compensation paid to the Supervisory Board of Fresenius Management SE and its committees was €1,295 thousand in 2024 (2023: €1,295 thousand).

The members of the Supervisory Board receive a fixed compensation, fringe benefits (consisting of reimbursement of expenses and insurance coverage) and, if they perform any duties on the Audit Committee of the Supervisory Board, compensation for this committee activity. At the end of the fiscal year, there were outstanding balances for the compensation of the members of the supervisory boards amounting to €3,740 thousand (2023: €3,741 thousand). In addition, the employee representatives on the Supervisory Board receive a regular salary from their respective employment contracts.

In 2024, based on pension commitments to former members of the Management Board, €1,522 thousand (2023: €13,386 thousand) was paid. The pension obligation according to IFRS for these persons amounted to €49,705 thousand in 2024 (2023: €50,078 thousand).

In fiscal years 2024 and 2023, no loans or advance payments on future compensation components were granted to any member of the Management Board of Fresenius Management SE.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

43. AUDITOR'S FEES

In 2024 and 2023, fees for the auditor PricewaterhouseCoopers GmbH, Frankfurt am Main (PwC), and its affiliates were expensed as follows:

202 4 202 3
€ i
illio
n m
ns		 Tot
al		 Ger
ma
ny		 Tot
al		 Ger
ma
ny
dit
Au
fee
s		 16 8 28 10
Au
dit
late
d f
-re
ees		 4 4 6 4
Ta
ult
ing
fe
x c
ons
es		 0 -- 0 --
Oth
fee
er
s		 0 0 0 --
dit
or'
To
tal
s fe
au
es		 20 12 34 14

Of the total auditor's fees of €34 million in fiscal year 2023, €15 million related to services rendered for Fresenius Medical Care until the deconsolidation on November 30, 2023. Thereof, €4 million related to services provided by PwC in Germany.

The leading auditor has been responsible for the audit of the consolidated financial statements since 2020.

In fiscal years 2024 and 2023, both worldwide and in Germany, audit-related fees and other fees mainly related to the review of non-financial reports, as well as to audit services for the German hospitals of the Fresenius Group.

44. CORPORATE GOVERNANCE

For each consolidated stock exchange listed entity, the declaration pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz) has been issued and made available to shareholders on the website of Fresenius SE&Co. KGaA (www.fresenius.com/corporate-governance).

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement | Auditor's report

45. PROPOSAL FOR THE DISTRIBUTION OF EARNINGS

The general partner and the Supervisory Board of Fresenius SE&Co. KGaA propose to the Annual General Meeting that the earnings for 2024 of Fresenius SE&Co. KGaA are distributed as follows:

Re
tai
ned
rni
ea
ng
s		 563
237
277
.00
,
,
rie
d f
Ba
lan
be
ard
to
ce
car
orw		 --
Div
ide
nd
al
pro
pos		 563
237
277
.00
,
,
in €

For fiscal year 2024, a dividend of €1.00 per bearer ordinary share on 563,237,277 ordinary shares entitled to dividend is planned, corresponding to a total distribution of €563,237,277.

Bad Homburg v. d. H., February 25, 2025

Fresenius SE&Co. KGaA, represented by: Fresenius Management SE, its general partner

The Management Board

M. Sen P. Antonelli S. Hennicken

R. Möller Dr.M. Moser

| Annual Report 2024 Fresenius

RESPONSIBILITY STATEMENT

''To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the

Bad Homburg v. d. H., February 25, 2025

Fresenius SE&Co. KGaA, represented by: Fresenius Management SE, its general partner

The Management Board

Group management report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group.''

M. Sen P. Antonelli S. Hennicken

R. Möller Dr.M. Moser

Notes | Responsibility statement Auditor's report

The following copy of the auditor's report also includes a "Report on the audit of the electronic renderings of the consolidated financial statements and the group management report prepared for disclosure purposes in accordance with §317 Abs. 3b HGB" ("Separate report on ESEF conformity"). The subject matter (ESEF documents to be audited) to which the separate report on ESEF conformity relates is not attached. The audited ESEF documents can be inspected in or retrieved from the Federal Gazette.

Note: This is a translation of the German original. Solely the original text in German language is authoritative.

INDEPENDENT AUDITOR'S REPORT

To Fresenius SE&Co. KGaA, Bad Homburg v. d. Höhe

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND OF THE GROUP MANAGEMENT REPORT

We have audited the consolidated financial statements of Fresenius SE&Co. KGaA, Bad Homburg v. d. Höhe, and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2024, and the consolidated statement of comprehensive income, consolidated statement of profit or loss, consolidated statement of changes in equity and consolidated statement of cash flows for the financial year from 1 January to 31 December 2024, and notes to the consolidated financial statements, including material accounting policy information. In addition, we have audited the group management report of

Fresenius SE&Co. KGaA for the financial year from 1 January to 31 December 2024. In accordance with the German legal requirements, we have not audited the content of those parts of the group management report listed in the "Other information" section of our auditor's report.

In our opinion, on the basis of the knowledge obtained in the audit,

  • ► the accompanying consolidated financial statements comply, in all material respects, with the IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) (the IFRS Accounting Standards) as adopted by the EU and the additional requirements of German commercial law pursuant to §315e Abs. [paragraph] 1 HGB and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at 31 December 2024, and of its financial performance for the financial year from 1 January to 31 December 2024, and
  • ► the accompanying group management report as a whole provides an appropriate view of the Group's position. In all material respects, this group management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our audit opinion on the group management report does not cover the content of the group management report components named in the ''Other information'' section.

Pursuant to §322 Abs. 3 Satz [sentence] 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the group management report.

We conducted our audit of the consolidated financial statements and of the group management report in accordance with §317 HGB and the EU Audit Regulation (No. 537/2014, referred to subsequently as ''EU Audit Regulation'') in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). We performed the audit of the consolidated financial statements in supplementary compliance with the International Standards on Auditing (ISAs). Our responsibilities under those requirements, principles and standards are further described in the ''Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report'' section of our auditor's report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and on the group management report.

Notes | Responsibility statement Auditor's report

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the financial year from 1 January to 31 December 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our audit opinion thereon; we do not provide a separate audit opinion on these matters.

In our view, the matters of most significance in our audit were as follows:

  • I. Recognition and measurement of goodwill
  • II. Financial statement impacts from the discontinuation of the Fresenius Vamed segment

Our presentation of these key audit matters has been structured in each case as follows:

    1. Matter and issue
    1. Audit approach and findings
    1. Reference to further information

Hereinafter we present the key audit matters:

  • I. Recognition and measurement of goodwill
    1. Goodwill totalling €15,085 million (34.6% of the balance sheet total or 74.3% of equity) is reported under the balance sheet item "Goodwill" in the company's consolidated financial statements. Goodwill is subject to an impairment test by the company once a year or on an ad hoc basis in order to determine a possible need for impairment. The impairment test is carried out at the level of the cash-generating units to which the respective goodwill, including additions in the financial year, is allocated individually or as a group. As part of the impairment test, the carrying amount of the respective cashgenerating units, including goodwill, is compared with the corresponding recoverable amount. The recoverable amount is generally determined on the basis of the value in use. The measurement is regularly based on the present value of future cash flows of the respective cashgenerating units. The present values are determined using discounted cash flow models.

The approved budgets for the next three years and projections for years four to ten of the respective cashgenerating units form the starting point, which are then extrapolated using assumptions about long-term growth rates. Expectations regarding future market developments and the effects of changes in macroeconomic conditions, including mitigating measures, are also taken into account. Discounting is carried out using the weighted average cost of capital of the respective cashgenerating units. No need for impairment was identified as a result of the impairment test.

The result of this valuation is highly dependent on the executive directors' assessment with regard to the future cash flows of the respective cash-generating units, the discount rate used, the growth rate and other assumptions and is therefore subject to considerable uncertainty, also in light of the changed macroeconomic conditions, including the mitigating measures. Against this background and due to the complexity of the valuation, this matter was of particular significance in the context of our audit.

Notes | Responsibility statement Auditor's report

    1. As part of our audit, with the support of our internal valuation specialists, we, among other things, analysed the methodology used to perform the impairment test. In doing so, we also assessed the admissibility of projections beyond the budget period. In addition, we reconciled the future cash flows used in the calculation with the approved budgets for the next three years and with the projections for years four to ten of the respective cash-generating units. We also assessed the appropriateness of the calculation, including the growth rates applied, in particular by reconciling it with the underlying documentation, the expected growth rates of the respective markets and with general and industry-specific market expectations. In this context, we also evaluated the executive directors' assessment of the effects of the changed macroeconomic environment, including the mitigating measures, and analysed their consideration in the respective budgets of the respective cash-generating units and in the corresponding estimates of future cash flows. We also assessed the appropriate consideration of the costs of Group functions. With the knowledge
  • that even relatively small changes in the discount rate used and the growth rates applied can have a significant impact on the amount of the company value determined in this way, we intensively analysed the parameters used to determine the discount rate and the growth rates applied and verified the calculation methods. In order to take account of the existing forecast uncertainties, we reviewed the sensitivity analyses prepared by the company for cash-generating units with low excess cover, performed our own sensitivity analyses and satisfied ourselves that the required disclosures were made in the notes.

Overall, the estimates made by the executive directors and the measurement parameters and assumptions applied are in line with our expectations and are also within the ranges that we consider to be reasonable.

  1. The company's disclosures on the balance sheet item "Goodwill" are contained in section 1. III. o), section 1. IV. a) and section 21 of the notes to the consolidated financial statements.

  2. II. Financial statement impacts from the discontinuation of the Fresenius Vamed segment

    1. In the year under review, the Fresenius Group decided on and implemented an single coordinated plan for the gradual, structured exit from the former Fresenius Vamed segment. The rehabilitation and care facilities (rehabilitation business) and the Vamed activities in Austria were sold, the former project business (HTE) will be gradually and orderly wound down and the former high-end services business (HES business) will be transferred to Fresenius. On the basis of this plan, the rehabilitation business and the Vamed activities in Austria were measured in accordance with IFRS 5 and recognised accordingly as discontinued operations, adjusting the previous year's figures in the consolidated income statement. The result from discontinued operations reduces the Group result by €430 million. This is due to the agreed purchase prices for the two business segments. In addition, the Vamed project business had a negative impact of €398 million on the net income attributed to shareholders of Fresenius SE&Co. KGaA. This was due in particular to impairments of goodwill, contract assets, receivables, inventories, loans and investments as well as the recognition of restructuring expenses in consideration of the exit from this business

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement Auditor's report

segment. On February 3, 2025, the Fresenius Group announced the sale of the HTE division to a third party; the transaction is expected to be completed in mid-2025. As a result of the initiated exit, Fresenius Vamed will no longer be reported as a separate reporting segment in the Group segment reporting from the 2024 reporting year. The HES business will initially be reported in the 'Corporate' segment.

Due to the complexity and the far-reaching effects on the assets, liabilities and financial performance of the Fresenius Group as a whole as well as the complex measurement of assets and liabilities, this matter was of particular significance for our audit.

  1. As part of our audit, we gained a comprehensive understanding of the plan adopted and initiated and assessed the applicability of the relevant accounting standards. We assessed the appropriate application of the provisions of IFRS 5 with regard to measurement and presentation for the business segments sold. In particular, we verified the measurement of the assets and liabilities of the respective business segments on the basis of the contracts concluded and the accounts submitted. For the HTE division to be wound down, we verified and assessed the valuations performed on the basis of the evidence provided with the close involvement of our component auditors. In particular, we verified the underlying project calculations and the respective underlying estimates of project risks for the value adjustments recognised. With

regard to the restructuring provisions recognised, we assessed the existence of the recognition criteria and the appropriate measurement. We assessed the appropriate presentation of the sale of the HTE division announced in February 2025 as a subsequent event using the criteria set out in IFRS 5.12.

We were able to satisfy ourselves that the estimates and assumptions made by the executive directors for the financial statement impacts of the discontinuation of the Fresenius Vamed segment are sufficiently documented and substantiated.

  1. The Company's disclosures are contained in Section 1. I., Section 2 and Section 3 of the notes to the consolidated financial statements.

The executive directors are responsible for the other information. The other information comprises as an unaudited part of the group management report:

  • ► the non-financial group report to fulfil Sections 315b to 315c HGB contained in the "Sustainability statement" section of the group management report
  • ►the information contained in the section "Statement of the Management Board on the appropriateness and effectiveness of the RMS and ICS" of the group management report, which is labelled as unaudited

The other information comprises further

  • ► the corporate governance declaration in accordance with Section 289f HGB and Section 315d HGB
  • ► the remuneration report in accordance with Section 162 AktG, for which the Supervisory Board is also responsible
  • ►all remaining parts of the annual report -- excluding cross-references to external information -- with the exception of the audited consolidated financial statements, the audited group management report and our auditor's report

Our audit opinions on the consolidated financial statements and on the group management report do not cover the other information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information mentioned above and, in so doing, to consider whether the other information

  • ►is materially inconsistent with the consolidated financial statements, with the group management report disclosures audited in terms of content or with our knowledge obtained in the audit, or
  • ► otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Notes | Responsibility statement Auditor's report

The executive directors are responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to § 315e Abs. 1 HGB and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. In addition, the executive directors are responsible for such internal control as they have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error.

In preparing the consolidated financial statements, the executive directors are responsible for assessing the Group's ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible

for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, the executive directors are responsible for the preparation of the group management report that, as a whole, provides an appropriate view of the Group's position and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a group management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the group management report.

The supervisory board is responsible for overseeing the Group's financial reporting process for the preparation of the consolidated financial statements and of the group management report.

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the group management report as a whole provides an appropriate view of the Group's position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor's report that includes our audit opinions on the consolidated financial statements and on the group management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with § 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) and supplementary compliance with the ISAs will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and this group management report.

Consolidated statement of income | Consolidated statement of comprehensive income | Consolidated statement of financial position Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting Notes | Responsibility statement Auditor's report

We exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • ► Identify and assess the risks of material misstatement of the consolidated financial statements and of the group management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
  • ► Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures (systems) relevant to the audit of the group management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of the internal control and these arrangements and measures (systems), respectively.
  • ► Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.
  • ►Conclude on the appropriateness of the executive directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor's report to the related disclosures in the consolidated financial statements and in the group management report or, if such disclosures are inadequate, to modify our respective audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.
  • ►Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to § 315e Abs. 1 HGB.
  • ►Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming audit opinions on the consolidated financial statements and on the group management report. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinions.
  • ► Evaluate the consistency of the group management report with the consolidated financial statements, its conformity with German law, and the view of the Group's position it provides.
  • ► Perform audit procedures on the prospective information presented by the executive directors in the group management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate audit opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement Auditor's report

We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

OTHER LEGAL AND REGULATORY REQUIREMENTS

We have performed assurance work in accordance with §317 Abs. 3a HGB to obtain reasonable assurance as to whether the rendering of the consolidated financial statements and the group management report (hereinafter the ''ESEF documents'') contained in the electronic file FSE_KGaA_KA_KLB_ESEF-2024-12-31.zip and prepared for publication purposes complies in all material respects with the requirements of §328 Abs. 1 HGB for the electronic reporting format (''ESEF format''). In accordance with German legal requirements, this assurance work extends only to the conversion of the information contained in the consolidated financial statements and the group management report into the ESEF format and therefore relates neither to the information contained within these renderings nor to any other information contained in the electronic file identified above.

In our opinion, the rendering of the consolidated financial statements and the group management report contained in the electronic file identified above and prepared for publication purposes complies in all material respects with the requirements of §328 Abs. 1 HGB for the electronic reporting format. Beyond this assurance opinion and our audit opinion on the accompanying consolidated financial statements and the accompanying group management report for the financial year from 1 January to 31 December 2024 contained in the ''Report on the Audit of the Consolidated Financial Statements and on the Group Management Report'' above, we do not express any assurance opinion on the information contained within these renderings or on the other information contained in the electronic file identified above.

We conducted our assurance work on the rendering of the consolidated financial statements and the group management report contained in the electronic file identified above in accordance with §317 Abs. 3a HGB and the IDW Assurance Standard: Assurance Work on the Electronic Rendering of Financial Statements and Management Reports,

Prepared for Publication Purposes in Accordance with §317 Abs. 3a HGB (IDW AsS 410 (06.2022)) and the International Standard on Assurance Engagements 3000 (Revised). Our responsibility in accordance therewith is further described in the ''Group Auditor's Responsibilities for the Assurance Work on the ESEF Documents'' section. Our audit firm applies the IDW Standard on Quality Management: Requirements for Quality Management in the Audit Firm (IDW QMS 1 (09.2022)).

The executive directors of the Company are responsible for the preparation of the ESEF documents including the electronic rendering of the consolidated financial statements and the group management report in accordance with §328 Abs. 1 Satz 4 Nr. [number] 1 HGB and for the tagging of the consolidated financial statements in accordance with §328 Abs. 1 Satz 4 Nr. 2 HGB.

In addition, the executive directors of the Company are responsible for such internal control as they have considered necessary to enable the preparation of ESEF documents that are free from material non-compliance with the requirements of § 328 Abs. 1 HGB for the electronic reporting format, whether due to fraud or error.

The supervisory board is responsible for overseeing the process for preparing the ESEF documents as part of the financial reporting process.

Consolidated statement of income | Consolidated statement of comprehensive income | Consolidated statement of financial position Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting Notes | Responsibility statement Auditor's report

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material noncompliance with the requirements of § 328 Abs. 1 HGB, whether due to fraud or error. We exercise professional judgment and maintain professional skepticism throughout the assurance work. We also:

  • ► Identify and assess the risks of material non-compliance with the requirements of §328 Abs. 1 HGB, whether due to fraud or error, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our assurance opinion.
  • ► Obtain an understanding of internal control relevant to the assurance work on the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an assurance opinion on the effectiveness of these controls.
  • ► Evaluate the technical validity of the ESEF documents, i.e., whether the electronic file containing the ESEF documents meets the requirements of the Delegated Regulation (EU) 2019 / 815 in the version in force at the date of the consolidated financial statements on the technical specification for this electronic file.
  • ► Evaluate whether the ESEF documents provide an XHTML rendering with content equivalent to the audited consolidated financial statements and to the audited group management report.
  • ►Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with the requirements of Articles 4 and 6 of the Delegated Regulation (EU) 2019 / 815, in the version in force at the date of the consolidated financial statements, enables an appropriate and complete machinereadable XBRL copy of the XHTML rendering.

FURTHER INFORMATION PURSUANT TO ARTICLE 10 OF THE EU AUDIT REGULATION

We were elected as group auditor by the annual general meeting on 17 May 2024. We were engaged by the supervisory board on 29 November 2024. We have been the group auditor of the Fresenius SE&Co. KGaA, Bad Homburg v. d. Höhe, without interruption since the financial year 2020.

We declare that the audit opinions expressed in this auditor's report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).

REFERENCE TO AN OTHER MATTER-- USE OF THE AUDITOR'S REPORT

Our auditor's report must always be read together with the audited consolidated financial statements and the audited group management report as well as the assured ESEF documents. The consolidated financial statements and the group

management report converted to the ESEF format -- including the versions to be filed in the company register -- are merely electronic renderings of the audited consolidated financial statements and the audited group management report and do not take their place. In particular, the ''Report on the Assurance on the Electronic Rendering of the Consolidated Financial Statements and the Group Management Report Prepared for Publication Purposes in Accordance with § 317 Abs. 3a HGB'' and our assurance opinion contained therein are to be used solely together with the assured ESEF documents made available in electronic form.

GERMAN PUBLIC AUDITOR RESPONSIBLE FOR THE ENGAGEMENT

The German Public Auditor responsible for the engagement is Prof. Dr.Bernd Roese.

Frankfurt am Main, February 25, 2025

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Notes | Responsibility statement Auditor's report

ASSURANCE REPORT OF THE INDEPENDENT GERMAN PUBLIC AUDITOR ON AN ASSURANCE ENGAGEMENT TO OBTAIN LIMITED AND REASONABLE ASSURANCE IN RELATION TO THE GROUP SUSTAINABILITY REPORT

To Fresenius SE&Co. KGaA, Bad Homburg

We have conducted a limited assurance engagement on the group sustainability report of Fresenius SE&Co. KGaA, Bad Homburg, (hereinafter the "Company") taking into account, as set forth the subsequent paragraph, the reasonable assurance engagement on indicators marked by footnote in the group sustainability report included in section "Sustainability Statement" of the group management report for the financial year from 1 January to 31 December 2024 (hereinafter the "Group Sustainability Report"). The Group Sustainability Report has been prepared to fulfil the requirements of Directive (EU) 2022 / 2464 of the European Parliament and of the Council of 14 December 2022 (Corporate Sustainability Reporting Directive, CSRD) and Article 8 of Regulation (EU) 2020/ 852 as well as §§ [Articles] 315b to 315c HGB [Handelsgesetzbuch: German Commercial Code] to prepare a group non-financial statement.

Based on the particular engagement, we have conducted a reasonable assurance engagement on the indicators

  • ► Total Scope 1 and Scope 2 CO2 emissions (marketbased approach) in tons of CO2 equivalents (Fresenius Group),
  • ► Employee Engagement Index (EEI) (Fresenius Group),
  • ► Medical Quality:
    • o Audit&Inspection Score (Fresenius Kabi) and
    • o Inpatient Quality Indicators (Fresenius Helios).

marked as "assured with reasonable assurance" by a footnote (together hereinafter the "Indicators marked by Footnote") in the Group Sustainability Report. A reasonable assurance engagement on these disclosures fulfils the requirements for a limited assurance engagement and, in accordance with Recital 60 to the CSRD, thereby complies with the requirements of the CSRD relating to assurance of the Group Sustainability Report.

Based on the procedures performed and the evidence obtained as part of our limited assurance engagement, nothing has come to our attention that causes us to believe that the accompanying Group Sustainability Report, taking into account the Indicators in the Group Sustainability Report marked by Footnote and subject to a reasonable assurance engagement, is not prepared, in all material respects, in accordance with the requirements of the CSRD and Article 8 of Regulation (EU) 2020 / 852, §315c in conjunction with §§289c to 289e HGB to prepare a group non-financial statement as well as with the supplementary criteria presented by the executive directors of the Company. This

assurance conclusion includes that no matters have come to our attention that cause us to believe:

  • ►that the accompanying Group Sustainability Report does not comply, in all material respects, with the European Sustainability Reporting Standards (ESRS), including that the process carried out by the Company to identify the information to be included in the Group Sustainability Report (hereinafter the "materiality assessment") is not, in all material respects, in accordance with the description set out in section "Our materiality analysis" of the Group Sustainability Report, or
  • ►that the disclosures set out in section "Disclosures pursuant to Article 8 of Regulation (EU) 2020/ 852 (EU-Taxonomy Regulation)" of the Group Sustainability Report do not comply, in all material respects, with Article 8 of Regulation (EU) 2020 / 852.

In our opinion, on the basis of our reasonable assurance engagement, the Indicators marked by Footnote in the Group Sustainability Report were prepared, in all material respects, in accordance with the requirements applicable to these disclosures and the supplementary criteria presented by the executive directors of the Company.

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement Auditor's report

We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised): Assurance Engagements Other Than Audits or Reviews of Historical Financial Information, issued by the International Auditing and Assurance Standards Board (IAASB).

The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.

Our responsibilities under ISAE 3000 (Revised) are further described in the "German Public Auditor's Responsibilities for the Assurance Engagement on the Group Sustainability Report" section.

We are independent of the Company in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. Our audit firm has complied with the quality management system requirements of the IDW Standard on Quality Management: Requirements for Quality Management in the Audit Firm (IDW QMS 1 (09.2022)) issued by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany; IDW). We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our assurance conclusions.

The executive directors are responsible for the preparation of the Group Sustainability Report in accordance with the requirements of the CSRD and the relevant German legal and other European regulations as well as with the supplementary criteria presented by the executive directors of the Company. They are also responsible for the design, implementation and maintenance of such internal controls that they have considered necessary to enable the preparation of a Group Sustainability Report in accordance with these regulations that is free from material misstatement, whether due to fraud (i.e., manipulation of the Group Sustainability Report) or error.

This responsibility of the executive directors includes establishing and maintaining the materiality assessment process, selecting and applying appropriate reporting policies for preparing the Group Sustainability Report, as well as making assumptions and estimates and ascertaining forward-looking information for individual sustainability-related disclosures.

The supervisory board is responsible for overseeing the process for the preparation of the Group Sustainability Report.

The CSRD and the relevant German statutory and other European regulations contain wording and terms that are still subject to considerable interpretation uncertainties and for which no authoritative, comprehensive interpretations have yet been published. As such wording and terms may be interpreted differently by regulators or courts, the legal conformity of measurements or evaluations of sustainability matters based on these interpretations is uncertain.

These inherent limitations also affect the assurance engagement on the Group Sustainability Report.

Our objectives are

►a) to express a limited assurance conclusion, based on the assurance engagement we have conducted, on whether any matters have come to our attention that cause us to believe that the Group Sustainability Report, taking into account the Indicators in the Group Sustainability Report marked by Footnote and subject to a reasonable assurance engagement, has not been prepared, in all material respects, in accordance with the CSRD and the relevant German legal and other European regulations as well as with the supplementary criteria presented by the executive directors of the Company, and to issue an assurance report that includes our assurance conclusion on the Group Sustainability Report, taking into account the Indicators in the Group Sustainability Report marked by Footnote and subject to a reasonable assurance engagement.

Consolidated statement of income | Consolidated statement of comprehensive income | Consolidated statement of financial position Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement Auditor's report

►b) to express a reasonable assurance opinion, based on the assurance engagement we have conducted on whether the Indicators marked by Footnote in the Group Sustainability Report are prepared, in all material respects, in accordance with the requirements applicable to these disclosures and the supplementary criteria presented by the executive directors of the Company.

As part of a limited assurance engagement in accordance with ISAE 3000 (Revised), we exercise professional judgment and maintain professional skepticism. We also:

a) for the limited assurance engagement

  • ► obtain an understanding of the process to prepare the Group Sustainability Report, including the materiality assessment process carried out by the Company to identify the information to be included in the Group Sustainability Report.
  • ► identify disclosures where a material misstatement due to fraud or error is likely to arise, design and perform procedures to address these disclosures and obtain limited assurance to support the assurance conclusion. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misleading representations, or the override of internal controls. In addition, the risk of not detecting a material misstatement within value chain information from sources not under the control of the company (value chain information) is generally higher than the

risk of not detecting a material misstatement of value chain information from sources under the control of the company, as both the executive directors of the Company and we, as assurance practitioners, are ordinarily subject to limitations on direct access to the sources of value chain information.

►consider the forward-looking information, including the appropriateness of the underlying assumptions. There is a substantial unavoidable risk that future events will differ materially from the forward-looking information.

b) for the reasonable assurance engagement

►perform risk assessment procedures, including obtaining an understanding of the internal controls that are relevant to the assurance engagement on the Indicators marked by Footnote in the Group Sustainability Statement in order to identify and assess the risks of material misstatement at the assertion level due to fraud or error, but not for the purpose of expressing an assurance opinion on the effectiveness of these internal controls of the Company. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or

override of internal control. In addition, the risk of not detecting a material misstatement in information obtained from sources in the value chain not within the entity's control (value chain information) is ordinarily higher than the risk of not detecting a material misstatement in information obtained from sources within the entity's control, as both the entity's executive directors and we as practitioners are ordinarily subject to restrictions on direct access to the sources of the value chain information.

►evaluate the appropriate derivation of the forwardlooking information from the significant assumptions and the appropriateness of these assumptions. We do not express a separate assurance opinion either on the forward-looking information nor on the assumptions on which they are based. There is a substantial unavoidable risk that future events will differ materially from the forward-looking information.

Consolidated statement of income | Consolidated statement of comprehensive income | Consolidated statement of financial position

Consolidated statement of cash flows | Consolidated statement of changes in equity | Consolidated segment reporting

Notes | Responsibility statement Auditor's report

An assurance engagement involves the performance of procedures to obtain evidence about the sustainability information. The nature, timing and extent of the selected procedures are subject to our professional judgement.

a) In conducting our limited assurance engagement, we have, amongst other things:

  • ► evaluated the suitability of the criteria as a whole presented by the executive directors in the Group Sustainability Report.
  • ► inquired of the executive directors and relevant employees involved in the preparation of the Group Sustainability Report about the preparation process, including the materiality assessment process carried out by the company to identify the information to be included in the Group Sustainability Report, and about the internal controls relating to this process.
  • ► evaluated the reporting policies used by the executive directors to prepare the Group Sustainability Report.
  • ► evaluated the reasonableness of the estimates and the related disclosures provided by the executive directors. If, in accordance with the ESRS, the executive directors estimate the value chain information to be reported for a case in which the executive directors are unable to obtain the information from the value chain despite making reasonable efforts, our assurance

engagement is limited to evaluating whether the executive directors have undertaken these estimates in accordance with the ESRS and assessing the reasonableness of these estimates, but does not include identifying information in the value chain that the executive directors have been unable to obtain.

  • ►performed analytical procedures and made inquiries in relation to selected information in the Group Sustainability Report.
  • ► considered the presentation of the information in the Group Sustainability Report.
  • ►considered the process for identifying taxonomy-eligible and taxonomy-aligned economic activities and the corresponding disclosures in the Group Sustainability Report.

b) In conducting our reasonable assurance engagement, we have performed the audit procedures listed under a) to a greater extent and, amongst other things:

  • ►evaluated the preparation process and the internal controls relating to this process.
  • ►tested the operating effectiveness of selected internal controls.
  • ► performed test of details on selected disclosures in the Group Sustainability Report on a sample basis.

We draw attention to the fact that the assurance engagement was conducted for the Company's purposes and that the report is intended solely to inform the Company about the result of the assurance engagement. Accordingly, the report is not intended to be used by third parties for making (financial) decisions based on it. Our responsibility is solely towards the Company. We do not accept any responsibility, duty of care or liability towards third parties.

Frankfurt am Main, 25 February 2025

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft

sgd. Prof. Dr.Bernd Roese sgd. Nicolette Behncke Wirtschaftsprüfer Wirtschaftsprüfer [German public auditor] [German public auditor]

FURTHER INFORMATION

412 Glossary

415 Imprint

416 Financial calendar

416 Fresenius share /ADR

416 Contact

GLOSSARY

Healthcare terms /Products and services

Apheresis

A medical technology in which the blood of a person is passed through a device that separates out one particular blood component and returns the remainder to the circulation. This technology is used for the collection of various blood components by donors, as well as for therapeutic applications for patients.

Biosimilars

A biosimilar is a drug that is "similar" to another biologic drug already approved.

CAR T cell therapy

In this therapy form, the immune cells of patients are collected, genetically modified, and reinfused into the patient with better characteristics than before. In the patient's body, they activate the immune system and destroy cancer cells

CUE

Cue is an automated cell processing system capable of washing, concentrating, and preparing white blood cell suspensions for cryopreservation (freezing in liquid nitrogen) and/or dispensing into final containers.

Cytostatics

Substances that slow or stop the growth of cells, including cancer cells, without killing them. These agents may cause tumors to stop growing and spreading without causing them to shrink in size.

Declaration of Helsinki

Declaration of the World Medical Association on ethical principles for medical research involving human subjects.

DRG flat rate per case

The Diagnosis Related Group (DRG) is a flat rate per case and forms the basis for the reimbursement of inpatients treated in German hospitals.

Enteral nutrition

Application of liquid nutrition as a tube or sip feed via the gastrointestinal tract.

Evidence-based medicine

Evidence-based medicine (EBM) builds on expert knowledge, the experience of those treating patients and their needs, as well as on current scientific findings. The aim is to provide the best possible care for people who are ill.

FDA (U.S. Food & Drug Administration)

Official authority for food observation and drug registration in the United States.

LOVO

LOVO is a cell processing system to wash differentiated and undifferentiated white blood cells for laboratory and research use. It is designed to offer a simple, fast, and automated method to remove supernatant, add and reduce volume in a fully closed system.

Multi-chamber bag

The multi-chamber bag contains all the macronutrients like amino acids, glucose, and lipids, as well as electrolytes, in separate chambers. Immediately before infusion, all nutrients are mixed thoroughly within the bag simply by opening individual chambers. This reduces the risk of contamination and saves time when preparing the infusions.

Outpatient clinic

Interdisciplinary facility for outpatient care, managed by physicians. The responsible body of a medical care center includes all service providers (such as physicians, pharmacists, healthcare facilities) that are authorized to treat patients with statutory health insurance.

Parenteral nutrition

Application of nutrients directly into the bloodstream of the patient (intravenously). This is necessary if the condition of a patient does not allow them to absorb and metabolize essential nutrients orally or as sip and tube feed in a sufficient quantity.

Serialization

Labeling of a pharmaceutical package with a unique serial number that is combined with the item number (GTIN), batch number, and expiration date. This combination is encoded in a 2D Data Matrix code, which is used to verify the authenticity of the medicine when it is dispensed.

Signal detection

Various activities used to determine whether new risks exist in connection with an active ingredient or pharmaceutical product, or whether risks known to us have changed. A review is based on our safety reports, aggregated data from the pharmacovigilance systems, and studies and information from the scientific literature or other data sources available to us. Signal management also includes the assessment of new evidence and related recommendations, decisions, communications, and follow up on the information.

Subcutaneous injection

An injection of vaccines or drugs into the subcutaneous fat tissue.

Telematics infrastructure

The telematics infrastructure is intended to network all those involved in the German healthcare system and enable a secure exchange of information across sectors and systems.

UNE

The Spanish Association for Standardization, UNE, is the body legally responsible for the development of standards in Spain. It is the Spanish representative in ISO.

GLOSSARY

Financial terms 1

After adjustments

In order to measure the operating performance extending over several periods, key performance measures are "adjusted" where applicable. Adjusted measures are labelled with "after adjustments". A reconciliation table is available within the respective quarterly or annual report and presents the composition of special items.

Audit & Inspection Score

The Audit&Inspection Score at Fresenius Kabi is based on the number of critical and serious non-conformances from regulatory GMP inspections and the number of serious non-conformances from TÜV ISO 9001 audits in relation to the total number of inspections and audits performed. The score shows how many deviations were identified on average during the inspections and audits considered.

Before special items

In order to measure the operating performance extending over several periods, key performance measures are adjusted by special items, where applicable. Adjusted measures are labelled with "before special items". A reconciliation table is available within the respective quarterly or annual report and presents the composition of special items.

Cash flow

Financial key figure that shows the net balance of incoming and outgoing payments during a reporting period.

Operating cash flow

Operating cash flow is a financial measure showing cash inflows from operating activities during a period. Operating cash flow is calculated by subtracting non-cash income and adding non-cash expenses to net income.

Cash flow from investing activities

Cash flow from investing activities is a financial measure opposing payments for the acquisition or purchase of property, plant and equipment and investments versus proceeds from the sale of property, plant and equipment and investments.

Cash flow from financing activities

Cash flow from financing activities is a financial measure showing how the investments of the reporting period were financed.

Cash flow from financing activities is calculated from additions to equity plus proceeds from the exercise of stock options, less dividends paid, plus proceeds from debt increase (loans, bonds, etc.), less repayments of debt, plus the change in noncontrolling interests, plus proceeds from the hedge of exchange rate effects due to corporate financing.

Cash flow before acquisitions and dividends

Fresenius uses the cash flow before acquisitions and dividends as the financial measure for free cash flow. Cash flow before acquisitions and dividends is calculated by operating cash flow less investments (net). Net investments are calculated by payments for the purchase of property, plant and equipment less proceeds from the sale of property, plant and equipment.

Cash Conversion Rate (CCR)

The cash conversion rate is defined as the ratio of adjusted free cash flow (cash flow before acquisitions and dividends; before interest, tax and special items) to operating income (EBIT) before special items. This allows us to assess our ability to generate cash and amongst others, also to pay dividends.

Constant currencies

Constant currencies for income and expenses are calculated using prior-year average rates; constant currencies for assets and liabilities are calculated using the mid-closing rate on the date of the respective statement of financial position.

CSR (Corporate Social Responsibility)

CSR refers to the social responsibility of companies. Their operations can affect economic, social, and environmental conditions all over the world.

DSO (Days Sales Outstanding)

Indicates the average number of days it takes for a receivable to be paid.

EBIT (Earnings before Interest and Taxes)

EBIT does include depreciation and write-ups on property, plant and equipment.

EBIT is calculated by subtracting costs of revenue, selling, general, and administrative expenses, and research and development expenses from revenue.

EBIT margin

EBIT margin is calculated as the ratio of EBIT to revenue.

EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization)

EBITDA is calculated from EBIT by adding depreciations recognized in income and deducting write-ups recognized in income, both on intangible assets as well as property, plant and equipment.

EBITDA margin

EBITDA margin is calculated as the ratio of EBITDA to revenue.

Employee-Engagement Index (EEI)

The Employee Engagement Index measures how positively employees identify with their employer, how committed they feel, and how engaged they are at work. The key figure can be reported in relation to a business segment or for the entire Group.

GLOSSARY

Financial terms 1

Inpatient Quality Indicator

The Inpatient Quality Indicator at Fresenius Helios comprises the measurement of a set of standardized German inpatient quality indicators (G-IQI). These are based on routinely collected hospital billing data from hospital information systems. The number of indicators achieved compared to the total number of indicators is calculated to measure the overall success rate. There is individual target setting and measurement of target achievement in the two Helios segments Helios Germany and Helios Spain. Subsequently, target achievement is consolidated at Helios company level with equal weighting (50% each) for Executive Board compensation.

Net debt/ EBITDA

Net debt / EBITDA is a financial measure reflecting the ability of Fresenius to fulfill its payment obligations. Net debt and EBITDA are calculated at LTM (last-12 month) average exchange rates, respectively.

Calculation of net debt:

  • Short-term debt + Short-term debt from related parties
    • Current portion of long-term debt and capital lease obligations
    • Current portion of Senior Notes
    • Long-term debt and capital lease obligations, less current portion
    • Senior Notes, less current portion
    • Convertible bonds
  • = Debt
  • Less cash and cash equivalents
  • = Net debt

NOPAT

Net Operating Profit After Taxes (NOPAT) is calculated from operating income (EBIT), as stated in the profit and loss statement, less income taxes.

Organic growth

Growth that is generated by a company's existing businesses and not by acquisitions, divestitures, or foreign exchange impact.

ROE (Return on Equity)

Measure of a corporation's profitability revealing how much profit a company generates with the money shareholders have invested. ROE is calculated by fiscal year's net income/total equity × 100.

ROIC (Return on Invested Capital)

Calculated by: (EBIT -taxes) / Invested capital.

Invested capital = total assets + accumulated amortization of goodwill- deferred tax assets - cash and cash equivalents -trade accounts payable - accruals (without pension accruals)- other liabilities not bearing interest.

ROOA (Return on Operating Assets)

Calculated as the ratio of EBIT to operating assets (average).

Operating assets = total assets - deferred tax assets - trade accounts payable - cash held in trust - payments received on account- approved subsidies.

SOI (Scope of Inventory)

Indicates the average number of days between receiving goods as inventory and the sale of the finished product.

Calculated by: (Inventories /Costs of goods sold) × 365 days.

Working capital

Current assets (including prepaid expenses) accruals -trade accounts payable - other liabilities - deferred income.

IMPRINT

Commercial Register: Bad Homburg v. d. H.; HRB 11852 Chairman of the Supervisory Board: Wolfgang Kirsch

General Partner: Fresenius Management SE Registered Office and Commercial Register: Bad Homburg v. d. H.; HRB 11673 Management Board: Michael Sen (Chairman), Pierluigi Antonelli, Sara Hennicken, Robert Möller, Dr. Michael Moser Vorsitzender des Aufsichtsrats: Wolfgang Kirsch Chairman of the Supervisory Board: Wolfgang Kirsch

The German version of this Annual Report is legally binding.

The editorial closing date of this Annual Report was on March 19, 2025, and it was published on March 26, 2025. Rounding differences may occur.

The Annual Report and the financial statements of Fresenius SE & Co. KGaA are available on our website at: https://www.fresenius.com/financial-reports-and-presentations.

You will find further information and current news about our company on our website at: www.fresenius.com.

Forward-looking statements:

This Annual Report contains forward-looking statements. These statements represent assessments that we have made on the basis of the information available to us at the time. Should the assumptions on which the statements are based not occur, or if risks should arise – as mentioned in the risk report – the actual results could differ materially from the results currently expected.

Design concept/ realization: Hilger Boie Waldschütz Design, Wiesbaden

FINANCIAL CALENDAR

Report on 1st quarter 2025
Conference call, live webcast May 7, 2025
Annual General Meeting May 23, 2025
Report on 2nd quarter 2025
Conference call, live webcast August 6, 2025
Report on 3rd quarter 2025
Conference call, live webcast November 5, 2025

Schedule updates, information on live webcasts, and other events at www.fresenius.com/events-and-roadshows

FRESENIUS SHARE / ADR

Ordinary share ADR
Securities identification no. 578 560 CUSIP 35804M105
Ticker symbol FRE Ticker symbol FSNUY
ISIN DE0005785604 ISIN US35804M1053
Bloomberg symbol FRE GR Structure Sponsored Level 1 ADR
Reuters symbol FREG.de Ratio 4 ADR = 1 share
Main trading location Frankfurt/Xetra Trading platform OTC

CONTACT

Corporate Headquarters

Else-Kröner-Straße 1 Bad Homburg v. d. H. Germany

Postal address

Fresenius SE & Co. KGaA 61346 Bad Homburg v. d. H. Germany

Contact for shareholders Investor Relations E-mail: [email protected] Contact for journalists Corporate Communications E-mail: [email protected]

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