Obligation Fresenius AG 2.875% ( XS1936208419 ) en EUR

Fresenius AG

100 % ▼

Allemagne

XS1936208419 ( en EUR )

2.875% par an ( paiement annuel )

15/02/2029 - Obligation échue

Prospectus brochure de l'obligation Fresenius SE & Co. KGaA XS1936208419 en EUR 2.875%, échue

1 000 EUR

500 000 000 EUR

Fresenius SE & Co. KGaA est une société multinationale allemande de soins de santé qui opère dans les domaines des produits et technologies de dialyse, des soins intensifs et de la nutrition clinique, ainsi que des services de santé.

L'Obligation émise par Fresenius AG ( Allemagne ) , en EUR, avec le code ISIN XS1936208419, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/02/2029

Base Prospectus
March 19, 2021
This document constitutes three base prospectuses for the purposes of article 8(1) of Regulation (EU)
2017/1129 of the European Parliament and of the Council of June 14, 2017 (as amended, the Prospectus
Regulation): (i) the base prospectus of Fresenius SE & Co. KGaA in respect of non-equity securities
within the meaning of article 2(c) of the Prospectus Regulation (Non-Equity Securities), (ii) the base
prospectus of Fresenius Finance Ireland Public Limited Company in respect of Non-Equity Securities
and (iii) the base prospectus of Fresenius Finance Ireland II Public Limited Company in respect of Non-
Equity Securities (together, the Prospectus).
Fresenius SE & Co. KGaA
(Bad Homburg vor der Höhe, Federal Republic of Germany)
as Issuer
and, in respect of Notes issued by
Fresenius Finance Ireland Public Limited Company and
Fresenius Finance Ireland II Public Limited Company,
as Guarantor
Fresenius Finance Ireland Public Limited Company
(Balbriggan, Co. Dublin, Ireland)
as Issuer
Fresenius Finance Ireland II Public Limited Company
(Balbriggan, Co. Dublin, Ireland)
as Issuer
12,500,000,000
Debt Issuance Program
(the Program)
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF)
in Luxembourg as competent authority under the Prospectus Regulation. The CSSF only approves this
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuers or the
Guarantor or of the quality of the notes issued under the Program (the Notes) that are the subject of this
Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Each Issuer has requested the CSSF in its capacity as competent authority under the Prospectus
Regulation and the Luxembourg act relating to prospectuses for securities dated July 16, 2019 (Loi du
16 juillet 2019 relative aux prospectus pour valeurs mobilières the Luxembourg Law) to provide the
competent authority in the Federal Republic of Germany with a certificate of approval attesting that the
Prospectus has been drawn up in accordance with the Prospectus Regulation (Notification). Each Issuer
may request the CSSF to provide competent authorities in additional Member States within the European
Economic Area with a Notification. By approving a prospectus, the CSSF shall give no undertaking as
to the economic and financial soundness of the operation or the quality or solvency of each issuer
pursuant to article 6(4) Luxembourg Law.
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and to
admit Notes to trading on the Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg".
The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU, as amended (MiFID II). However, Notes may
also be issued under the Program which are listed on a stock exchange other than the Luxembourg Stock
Exchange or which are not listed on any stock exchange.

Arranger
Deutsche Bank
Dealers
BBVA
Barclays
BNP PARIBAS
Commerzbank
Credit Suisse
Deutsche Bank
Goldman Sachs Bank Europe SE
J.P. Morgan
Santander Corporate & Investment Banking
Société Générale Corporate & Investment
Banking
This Prospectus and any supplement to this Prospectus will be published in electronic form together with
all documents incorporated by reference on the website of the Luxembourg Stock Exchange
(www.bourse.lu). It replaces the base prospectus of the Issuers relating to the Program dated March 30,
2020. It is valid for a period of twelve months from its date of approval. The validity ends upon expiration
of March 19, 2022.
The obligation to supplement this Prospectus in accordance with article 23 of the Prospectus Regulation
in the event of a significant new factor, material mistake or material inaccuracy does not apply when this
Prospectus is no longer valid.
2

RESPONSIBILITY STATEMENT
Fresenius SE & Co. KGaA (the Company or the Guarantor, together with its consolidated group
companies, Fresenius, Fresenius Group or the Group, also referred to as we, us or our) with its
registered office in Bad Homburg vor der Höhe, Federal Republic of Germany, Fresenius Finance Ireland
Public Limited Company (Fresenius Ireland) with its registered office in Balbriggan, Co. Dublin,
Ireland and Fresenius Finance Ireland II Public Limited Company (Fresenius Ireland II) with its
registered office in Balbriggan, Co. Dublin, Ireland (each an Issuer and together the Issuers) accept
responsibility for the information contained in this Prospectus and for the information which will be
contained in the Final Terms (as defined herein).
Each Issuer and the Guarantor hereby declare that, having taken all reasonable care to ensure that such
is the case, the information contained in this Prospectus for which it is responsible is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any
other documents incorporated herein by reference and, in relation to any tranche of Notes (each a
Tranche), together with the relevant final terms (the Final Terms). Full information on the Issuers and
any Tranche is only available on the basis of the combination of this Prospectus, any supplement to this
Prospectus and the relevant Final Terms.
Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information
with regard to the Issuers, the Guarantor, and the Notes which is material in the context of the Program
and the issue and offering of Notes thereunder; that the information contained herein with respect to the
Issuers, the Guarantor, and the Notes is accurate in all material respects and is not misleading; that the
opinions and intentions expressed herein are honestly held; that there are no other facts with respect to
the Issuers, the Guarantor or the Notes, where the omission of which would make this Prospectus as a
whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect and that the Issuers have made all reasonable enquiries to ascertain all facts material for
the purposes aforesaid.
This Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their
respective dates of issue. The delivery of this Prospectus, any supplement thereto, or any Final Terms
and the offering, sale or delivery of any Notes may not be taken as an implication that the information
contained in such documents is accurate and complete subsequent to their respective dates of issue or
that there has been no adverse change in the financial situation of the Issuers or the Guarantor since such
date or that any other information supplied in connection with the Program is accurate at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Each Issuer has undertaken with the Dealers to supplement this Prospectus in accordance with the
Prospectus Regulation or publish a new prospectus in the event of any significant new factor, material
mistake or inaccuracy relating to the information included in this Prospectus in respect of Notes issued
on the basis of this Prospectus which is capable of affecting the assessment of the Notes and which arises
or is noted between the time when this Prospectus has been approved and the closing of any tranche of
Notes offered to the public or, as the case may be, when trading of any tranche of Notes on a regulated
market begins in respect of Notes issued on the basis of this Prospectus.
No person has been authorized to give any information which is not contained in or not consistent with
this Prospectus or any other document entered into in relation to the Program or any information supplied
by any Issuer or any other information in the public domain and, if given or made, such information must
not be relied upon as having been authorized by the Issuers, the Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the
Issuers, is responsible for the information contained in this Prospectus or any supplement hereto, or any
Final Terms or any document incorporated herein by reference, and accordingly, and to the extent
permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for
the accuracy and completeness of the information contained in any of these documents.
3

The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final
Terms come are required to inform themselves about and observe any such restrictions. For a description
of the restrictions applicable in the United States of America (United States, U.S. or US), the European
Economic Area (EEA) in general, the United Kingdom (the UK), Luxembourg, and Japan and Ireland
see "Selling Restrictions". In particular, the Notes have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the Securities Act), and include notes in bearer form that are subject
to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered
in, into nor within the United States or to U.S. persons.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a Distributor) should take into
consideration the target market assessment; however, a Distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance
Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules. None of Fresenius, Fresenius Ireland and Fresenius
Ireland II is a manufacturer or Distributor for the purposes of the MiFID Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the target
market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a UK Distributor)
should take into consideration the target market assessment; however, a UK Distributor subject to the
UK Financial Conduct Authority (FCA) Handbook Product Intervention and Product Governance
Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules. None of Fresenius, Fresenius
Ireland and Fresenius Ireland II is a manufacturer or UK Distributor for the purposes of the UK MiFIR
Product Governance Rules.
CANADA INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-
103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the
Notes must be made in accordance with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws. Securities legislation in certain provinces or
territories of Canada may provide a purchaser with remedies for rescission or damages if this Prospectus
(including any amendment thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's province or territory for particulars of these
rights or consult with a legal advisor. Pursuant to section 3A.3 (or, in the case of securities issued or
guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-
105 Underwriting Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
4

PRIIPS REGULATION / EEA RETAIL INVESTORS If the Final Terms in respect of any Notes
include a legend entitled "Prohibition of Sales to EEA Retail Investors", the relevant Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA. For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of article 4(1) of MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97(as amended), where that customer would not
qualify as a professional client as defined in point (10) of article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Regulation. If the above mentioned legend is included in the relevant
Final Terms, no key information document required by Regulation (EU) No 1286/2014 (as amended, the
PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPS REGULATION UK RETAIL INVESTORS If the Final Terms in respect of any Notes
includes a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of article 2 of Regulation (EU) No 2017/565 as it forms part
of UK law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within
the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (FSMA) and
any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of article 2(1) of Regulation
(EU) No 600/2014 as it forms part of UK law by virtue of the EUWA. If the above mentioned legend is
included in the relevant Final Terms, no key information document required by Regulation (EU) No
1286/2014 as it forms part of UK law by virtue of the EUWA (the UK PRIIPs Regulation) for offering
or selling the Notes or otherwise making them available to retail investors in the UK has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289) OF SINGAPORE (THE SFA) Unless otherwise stated in the Final Terms in respect
of any Notes, all Notes issued or to be issued under the Program shall be prescribed capital markets
products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and
Excluded Investment Products (as defined in the Monetary Authority of Singapore (the MAS) Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
The language of the Prospectus is English. Any part of this Prospectus in the German language constitutes
a translation. In respect of the issue of any Tranche of Notes under the Program, the German text of the
terms and conditions (the Terms and Conditions) may be controlling and binding if so specified in the
relevant Final Terms. In respect of the German law governed guarantee (the Guarantee) (including the
negative pledge contained therein) the German language version is always controlling and binding.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person
to whom it is unlawful to make such an offer or solicitation.
This Prospectus, any supplement thereto and any Final Terms do not constitute an offer or an
invitation to subscribe for or purchase any Notes.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE
PROGRAM, THE DEALER OR DEALERS (IF ANY) NAMED AS STABILISATION
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISATION
MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER-ALLOT NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
5

DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES
IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT
TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-
ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISATION
MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISATION
MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
ANY U.S. PERSON WHO HOLDS AN OBLIGATION UNDER THIS PROGRAM THAT IS
TREATED AS IN BEARER FORM FOR U.S. FEDERAL INCOME TAX PURPOSES WILL BE
SUBJECT TO LIMITATIONS UNDER THE U.S. INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN CLAUSES 165(J) AND 1287(A) OF THE U.S. INTERNAL
REVENUE CODE OF 1986, AS AMENDED.
BENCHMARKS REGULATION - STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION The Final Terms in respect of any Notes offered on the basis of this Prospectus
may specify that interest amounts payable under the relevant Notes may be calculated by reference to the
Euro Interbank Offered Rate (EURIBOR), which as at the date of this Prospectus is provided by
European Money Markets Institute (EMMI). As at the date of this Prospectus, EMMI appears on the
register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority (ESMA) pursuant to article 36 of Regulation (EU) 2016/1011 of the European
Parliament and of the Council of 8 June 2016, as amended (the Benchmarks Regulation). The
registration status of any administrator under the Benchmarks Regulation is a matter of public record and
save where required by applicable law the Issuers do not intend to include in the relevant Final Terms
any information on the registration status of any administrator.
In this Prospectus, all references to , EUR or euro are to the currency introduced at the start of the third
stage of the European economic and monetary union, and defined in article 2 of Council Regulation (EC)
No 974/98 of May 3, 1998, on the introduction of the euro, as amended. U.S. dollars, USD, or $ refer to
the lawful currency of the United States.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the
respective rating agency will be specified in the relevant Final Terms. A rating is not a recommendation
to buy, sell or hold Notes and may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency.
To the extent not otherwise indicated, the information contained in this Prospectus on the market
environment, market developments, growth rates, market trends and competition in the markets in which
the Group operates is taken from publicly available sources, including, but not limited to, third-party
studies or the Group's own estimates that are also primarily based on data or figures from publicly
available sources. The information from third-party sources that is cited here has been reproduced
accurately. As far as the Issuers are aware and are able to ascertain from information published by such
third-party, no facts have been omitted which would render the reproduced information published
inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these estimates that
would not be available from publications issued by market research firms or from any other independent
sources. This information is based on the Group's internal estimates and, as such, may differ from the
estimates made by the Group's competitors or from data collected in the future by market research firms
or other independent sources. To the extent the Issuers derived or summarized the market information
contained in this Prospectus from a number of different studies, an individual study is not cited unless
the respective information can be taken from it directly.
Neither the Issuers nor the Dealers have independently verified the market data and other information on
which third parties have based their studies or the external sources on which the Issuers' own estimates
are based. Therefore, the Issuers assume no responsibility for the accuracy of the information on the
market environment, market developments, growth rates, market trends and competitive situation
presented in this Prospectus from third-party studies or the accuracy of the information on which the
Issuers' own estimates are based. Any statements regarding the market environment, market
6

developments, growth rates, market trends and competitive situation presented in this Prospectus
regarding Fresenius Group and its operating divisions contained in this Prospectus are based on own
estimates and/or analysis unless other sources are specified.
The information of any website included in the Prospectus except for the website www.bourse.lu in the
context of the documents incorporated by reference, do not form part of the Prospectus and has not been
scrutinized or approved by the CSSF.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events. They are based on analyses or forecasts of future results
and estimates of amounts not yet determinable or foreseeable. These forward-looking statements are
identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project" and similar terms and phrases, including references and
assumptions. This applies, in particular, to statements in this Prospectus containing information on future
earning capacity, plans and expectations regarding Fresenius Group's business and management, its
growth and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuers make to the best of their present knowledge. These forward-looking statements are subject to
risks, uncertainties and other factors which could cause actual results, including Fresenius Group's
financial condition and results of operations, to differ materially from and be worse than results that have
expressly or implicitly been assumed or described in these forward-looking statements. Fresenius Group's
business is also subject to a number of risks and uncertainties that could cause a forward-looking
statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are
strongly advised to read the following sections of this Prospectus: "2 Risk Factors", "4.1 Fresenius SE
& Co. KGaA (Issuer and Guarantor)", "4.2 Fresenius Finance Ireland Public Limited Company
(Issuer)", "4.3 Fresenius Finance Ireland II Public Limited Company (Issuer)" and "5 Business of the
Fresenius Group". These sections include more detailed descriptions of factors that might have an impact
on Fresenius Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law,
to update any forward-looking statement or to conform these forward-looking statements to actual events
or developments.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures (APMs), such as EBITDA, EBITDA
adjusted, EBIT adjusted, Adjusted Net Income, Adjusted Net Income attributable to shareholders of
Fresenius SE & Co. KGaA, Net Debt and Net Debt/EBITDA, as defined in the guidelines issued by
ESMA concerning the presentation of APMs disclosed in regulated information and prospectuses
published as from July 3, 2016, which are not recognized financial measures under the International
Financial Reporting Standards as adopted by the European Union (IFRS). Such APMs must be
considered only in addition to, and not as a substitute for or superior to, financial information prepared
in accordance with IFRS included elsewhere in this Prospectus. Investors are cautioned not to place
undue reliance on these APMs and are also advised to review them in conjunction with the financial
statements of the Issuers including the related notes.
7

TABLE OF CONTENTS
1.
General Description of the Program ........................................................................................... 9
2.
Risk Factors .............................................................................................................................. 11
3.
Presentation of Financial Information ...................................................................................... 41
4.
General Information on the Issuers and the Guarantor ............................................................. 42
5.
Business of the Fresenius Group .............................................................................................. 63
6.
Issue Procedures ....................................................................................................................... 88
7.
Terms and Conditions of the Notes .......................................................................................... 90
8.
Form of Final Terms .............................................................................................................. 190
9.
Guarantee ............................................................................................................................... 215
10.
Use of Proceeds ...................................................................................................................... 225
11.
Taxation Warning ................................................................................................................... 225
12.
Subscription and Sale ............................................................................................................. 225
13.
General Information ............................................................................................................... 233
14.
Documents Incorporated by Reference .................................................................................. 235
15.
Names and Addresses............................................................................................................. 238
8

1.
GENERAL DESCRIPTION OF THE PROGRAM
1.1
General
Under this 12,500,000,000 Debt Issuance Program, the relevant Issuer may from time to time issue
Notes to one or more of the following dealers: Banca Bilbao Vizcaya Argentaria, S.A., Banco Santander,
S.A., Barclays Bank Ireland PLC, BNP Paribas, Commerzbank Aktiengesellschaft, Credit Suisse
Securities (Europe) Limited, Credit Suisse Securities Sociedad de Valores S.A., Deutsche Bank
Aktiengesellschaft, Goldman Sachs Bank Europe SE, J.P. Morgan AG, and Société Générale, and any
additional dealer appointed under the Program from time to time by the Issuer(s), which appointment
may be for a specific issue or on an ongoing basis (together, the Dealers).
Deutsche Bank Aktiengesellschaft acts as arranger in respect of the Program (the Arranger).
BNP Paribas acts as listing agent (the Listing Agent).
Deutsche Bank Aktiengesellschaft will act as fiscal agent (the Fiscal Agent) and paying agent (the
Paying Agent).
The maximum aggregate principal amount of the Notes from time to time outstanding under the Program
(the Program Amount) will not exceed 12,500,000,000 (or nearly equivalent in another currency). The
Issuers may increase the Program Amount in accordance with the terms of the dealer agreement (as
defined herein) from time to time.
1.2
Issue of Notes
Notes issued by Fresenius Ireland or Fresenius Ireland II will have the benefit of a guarantee (the
Guarantee) given by Fresenius SE & Co. KGaA. The Guarantee constitutes an irrevocable, unsecured
and unsubordinated obligation of the Guarantor ranking pari passu with all other unsecured and
unsubordinated obligations of the Guarantor.
Notes may be issued on a continuous basis in Tranches, each Tranche consisting of Notes which are
identical in all respects. One or more Tranches, which are expressed to be consolidated and forming a
single series and are identical in all respects, but which may have different issue dates, interest
commencement dates, issue prices and dates for first interest payments may form a series (Series) of
Notes. Further Notes may be issued as part of existing Series.
Notes will be issued in such denomination as may be agreed between the relevant Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the
Notes will be, if in euro, 1,000, and, if in any currency other than euro, an amount in such other currency
of at least 1,000 at the time of the issue of Notes. Subject to any applicable legal or regulatory
restrictions, and requirements of relevant central banks, Notes may be issued in euro or any other
currency.
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par, as stated
in the relevant Final Terms. The issue price for Notes to be issued will be determined at the time of
pricing on the basis of a yield which will be determined on the basis of the orders of the investors which
are received by the Dealers during the offer period. Orders will specify a minimum yield and may only
be confirmed at or above such yield. The resulting yield will be used to determine an issue price, all to
correspond to the yield.
The yield for Notes with fixed interest rates is calculated in accordance with the International Capital
Markets Association (the ICMA) method and based on the issue price of the Notes. The ICMA method
determines the effective interest rate of notes taking into account accrued interest on a daily basis.
The specific terms of each Tranche will be set forth in the applicable Final Terms. The Final Terms of
Notes listed on the official list and admitted to trading on the regulated market of the Luxembourg Stock
Exchange or publicly offered in the Grand Duchy of Luxembourg will be displayed on the website of the
Luxembourg Stock Exchange (www.bourse.lu). In the case of Notes listed on any other stock exchange
or publicly offered in one or more member states of the EEA (other than the Grand Duchy of
9

Luxembourg), the Final Terms will be displayed on the website of Fresenius (www.fresenius.com) under
the section "Investor Relations".
1.3
Distribution of Notes
The Notes are freely transferable in accordance with the rules and regulations of the relevant clearing
system and may be offered to qualified and non-qualified investors.
Notes will be issued with a maturity of twelve months or more.
1.4
Listing and Admission to Trading
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Program to
be listed on the official list of the Luxembourg Stock Exchange and to be admitted to trading on the
regulated market of the Luxembourg Stock Exchange.
The Program provides that Notes may be listed on other or further stock exchanges, as may be agreed
between the relevant Issuer and the relevant Dealer(s) in relation to each issue. Notes may further be
issued under the Program which will not be listed on any stock exchange.
10