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27. Fresenius SE & Co. KGaA shareholders’ equity

SUBSCRIBED CAPITAL

Development of subscribed capital

As a result of Fresenius SE’s change of legal form to Fresenius SE & Co. KGaA and its registration with the commercial register on January 28, 2011, all bearer preference shares were converted into bearer ordinary shares.

During the fiscal year 2011, 787,246 stock options were exercised. Consequently, at December 31, 2011, the subscribed capital of Fresenius SE & Co. KGaA consisted of 163,237,336 bearer ordinary shares. The shares are issued as non-par value shares. The proportionate amount of the subscribed capital is €1.00 per share.

Notification by shareholders

The following table shows the notifications disclosed in 2011 in accordance with Section 26 (1) of the German Securities Trading Act (WpHG). They reflect the corresponding level of investments held in Fresenius SE & Co. KGaA:


Notifying party Date of reaching, exceeding or falling below Reporting threshold Attribution pursuant to Section 22 WpHG Percentage of voting rights Number of voting rights
1 Attribution of voting rights via: Allianz Deutschland AG, Jota Vermögensverwaltungsgesellschaft mbH, Allianz Lebensversicherungs-AG
2 Attribution of voting rights via: Artio Global Holdings, LLC, Artio Global Management, LLC
3 Attribution of voting rights via: BlackRock Holdco 2, Inc., BlackRock Financial Management, Inc., BlackRock Advisors Holdings, Inc., BlackRock International Holdings, Inc., BR Jersey International Holdings LP, BlackRock Group Limited
4 Attribution of voting rights via: Fidelity Management & Research Company
5 Attribution of voting rights via: SEB Bank AG
Allianz SE, Munich, Germany1 January 28, 2011 Falling below 5% Section 22 (1) sentence 1 No. 1 4.26 6,919,271
      as well as (1) sentence 1 No. 6 0.0008 1,281
Artio Global Investors, Inc., New York, USA2 January 28, 2011 Falling below 3% Section 22 (1) sentence 1 No. 6 in connection with (1) sentence 2 2.36 3,840,708
BlackRock, Inc., New York, USA3 September 2, 2011 Exceeding 3% and 5% Section 22 (1) sentence 1 No. 6 in connection with (1) sentence 2 5.04 8,218,197
Else Kröner-Fresenius-Stiftung, Bad Homburg v. d. H., Germany January 28, 2011 Falling below 50% and 30% - 28.85 46,871,154
FMR, LLC, Boston, USA4 January 28, 2011 Falling below 3% Section 22 (1) sentence 1 No. 6 in connection with (1) sentence 2 1.69 2,740,382
Skandinaviska Enskilda Banken AB (publ), Stockholm, Sweden5 May 13, 2011 Exceeding 3% and 5% Section 22 (1) sentence 1 No. 1 5.58 9,068,446
  May 16, 2011 Falling below 5% and 3% Section 22 (1) sentence 1 No. 1 1.77 2,868,446

Notifying party Date of reaching, exceeding or falling below Reporting threshold Attribution pursuant to Section 22 WpHG Percentage of voting rights Number of voting rights
1 Attribution of voting rights via: Allianz Deutschland AG, Jota Vermögensverwaltungsgesellschaft mbH, Allianz Lebensversicherungs-AG
2 Attribution of voting rights via: Artio Global Holdings, LLC, Artio Global Management, LLC
3 Attribution of voting rights via: BlackRock Holdco 2, Inc., BlackRock Financial Management, Inc., BlackRock Advisors Holdings, Inc., BlackRock International Holdings, Inc., BR Jersey International Holdings LP, BlackRock Group Limited
4 Attribution of voting rights via: Fidelity Management & Research Company
5 Attribution of voting rights via: SEB Bank AG
Allianz SE, Munich, Germany1 January 28, 2011 Falling below 5% Section 22 (1) sentence 1 No. 1 4.26 6,919,271
      as well as (1) sentence 1 No. 6 0.0008 1,281
Artio Global Investors, Inc., New York, USA2 January 28, 2011 Falling below 3% Section 22 (1) sentence 1 No. 6 in connection with (1) sentence 2 2.36 3,840,708
BlackRock, Inc., New York, USA3 September 2, 2011 Exceeding 3% and 5% Section 22 (1) sentence 1 No. 6 in connection with (1) sentence 2 5.04 8,218,197
Else Kröner-Fresenius-Stiftung, Bad Homburg v. d. H., Germany January 28, 2011 Falling below 50% and 30% - 28.85 46,871,154
FMR, LLC, Boston, USA4 January 28, 2011 Falling below 3% Section 22 (1) sentence 1 No. 6 in connection with (1) sentence 2 1.69 2,740,382
Skandinaviska Enskilda Banken AB (publ), Stockholm, Sweden5 May 13, 2011 Exceeding 3% and 5% Section 22 (1) sentence 1 No. 1 5.58 9,068,446
  May 16, 2011 Falling below 5% and 3% Section 22 (1) sentence 1 No. 1 1.77 2,868,446

The Else Kröner-Fresenius-Stiftung informed on December 30, 2011, that it still holds 46,871,154 ordinary shares of Fresenius SE & Co. KGaA representing 28.71% of the voting rights on December 31, 2011.

All WpHG-notifications by shareholders are published on the website of the Company www.fresenius.com under Investor Relations – Fresenius Share/ADR – Shareholder Structure.

AUTHORIZED CAPITAL

By resolution of the Annual General Meeting on May 13, 2011, the previous Authorized Capitals I to V were revoked and a new Authorized Capital I was created.

In accordance with the new provision in the articles of association of Fresenius SE & Co. KGaA, the general partner, Fresenius Management SE, is authorized, with the approval of the Supervisory Board, until May 12, 2016, to increase Fresenius SE & Co. KGaA’s subscribed capital by a total amount of up to €40,320,000 through a single issue or multiple issues of new bearer ordinary shares against cash contributions and/or contributions in kind (Authorized Capital I). A subscription right must be granted to the shareholders in principle. 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, the proportionate amount of the shares issued with exclusion of subscription rights may not exceed 10% of the subscribed capital neither at the time of the resolution on the authorization nor at the time of the utilization of the authorization. In the case of a contribution 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 the general partner only to such extent that the proportional amount of the total number of shares issued with exclusion of the subscription rights does not exceed 20% of the subscribed capital, neither at the time of the resolution on the authorization nor at the time of the utilization of the authorization.

The changes to the Authorized Capital became effective upon registration of the amendments to the articles of association with the commercial register on July 11, 2011.

CONDITIONAL CAPITAL

Corresponding to the stock option plans, the Conditional Capital of Fresenius SE & Co. KGaA is divided into Conditional Capital I, Conditional Capital II and Conditional Capital III. These are used to satisfy the subscription rights in connection with previously issued stock options or convertible bonds, as the case may be, for bearer ordinary shares under the stock option plans of 1998, 2003 and 2008 (see note 34, Stock options).

After the registration of the change of legal form with the commercial register on January 28, 2011, the Conditional Capitals in the articles of association of Fresenius SE & Co. KGaA correspond in their scope to the Conditional Capitals of the former Fresenius SE, adjusted for stock options that have been exercised in the interim.

Due to the conversion of all preference shares into ordinary shares, the Conditional Capital was amended to the effect that only subscription rights for bearer ordinary shares are granted.

The following table shows the development of the Conditional Capital:

in € Ordinary shares Preference shares Total
Conditional Capital I Fresenius AG Stock Option Plan 1998 495,255 495,255 990,510
Conditional Capital II Fresenius AG Stock Option Plan 2003 1,743,159 1,743,159 3,486,318
Conditional Capital III Fresenius SE Stock Option Plan 2008 3,100,000 3,100,000 6,200,000
Total Conditional Capital as of
January 1, 2011
5,338,414 5,338,414 10,676,828
Conversion of the preference shares into ordinary shares in combination with the change of legal form 5,337,526 -5,337,526 0
Fresenius AG Stock Option Plan 1998 – options exercised -102,082 0 -102,082
Fresenius AG Stock Option Plan 2003 – options exercised -508,800 -888 -509,688
Fresenius SE Stock Option Plan 2008 – options exercised -175,476 0 -175,476
Total Conditional Capital as of
December 31, 2011
9,889,582 0 9,889,582

in € Ordinary shares Preference shares Total
Conditional Capital I Fresenius AG Stock Option Plan 1998 495,255 495,255 990,510
Conditional Capital II Fresenius AG Stock Option Plan 2003 1,743,159 1,743,159 3,486,318
Conditional Capital III Fresenius SE Stock Option Plan 2008 3,100,000 3,100,000 6,200,000
Total Conditional Capital as of
January 1, 2011
5,338,414 5,338,414 10,676,828
Conversion of the preference shares into ordinary shares in combination with the change of legal form 5,337,526 -5,337,526 0
Fresenius AG Stock Option Plan 1998 – options exercised -102,082 0 -102,082
Fresenius AG Stock Option Plan 2003 – options exercised -508,800 -888 -509,688
Fresenius SE Stock Option Plan 2008 – options exercised -175,476 0 -175,476
Total Conditional Capital as of
December 31, 2011
9,889,582 0 9,889,582

CAPITAL RESERVES

Capital reserves comprise the premium paid on the issue of shares and the exercise of stock options (additional paid-in capital).

OTHER RESERVES

Other reserves comprise earnings generated by Group entities in prior years to the extent that they have not been distributed.

DIVIDENDS

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).

In May 2011, a dividend of €0.86 per bearer ordinary share was approved by Fresenius SE & Co. KGaA’s shareholders at the Annual General Meeting and paid. The total dividend payment was €140 million.

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