Obbligazione Fresenius AG 1.125% ( XS2237447961 ) in EUR

Fresenius AG

100 EUR ▲

Germania

XS2237447961 ( in EUR )

1.125% per anno ( pagato 1 volta l'anno)

28/01/2033 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Fresenius SE & Co. KGaA XS2237447961 in EUR 1.125%, scaduta

Fresenius SE & Co. KGaA è una società multinazionale tedesca operante nel settore sanitario, con attività principali nella dialisi, nella cura ospedaliera e nei farmaci.

L'obbligazione con ISIN XS2237447961 emessa da Fresenius SE & Co. KGaA, denominata in EUR, con cedola del 1,125% e scadenza 28/01/2033, è giunta a scadenza ed è stata rimborsata al 100%.

Base Prospectus
March 30, 2020
This document constitutes three base prospectuses for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of June 14, 2017 (the Prospectus Regulation): (i) the base prospectus
of Fresenius SE & Co. KGaA in respect of non-equity securities within the meaning of Art. 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
10,000,000,000
Debt Issuance Programme
(the Programme)
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the
CSSF) 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 issuer or of the quality of the notes issued under
the Programme (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 and the United Kingdom 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. However, Notes may also be issued under the Programme 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 Programme dated April 12, 2019. It is valid for a period
of twelve months from its date of approval. The validity ends upon expiration of March 30, 2021.
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 hereby declares 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 the 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 Programme 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 and complete in all material respects and is not misleading; that any opinions and
intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other facts
with respect to the Issuers, the Guarantor or the Notes, 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; that the Issuers
have made all reasonable enquiries to ascertain all facts material for the purposes aforesaid.
This Prospectus is valid for 12 months following its date of approval and 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 Programme 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 Programme 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
3

relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the
information contained in any of these documents.
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 or U.S.), the European Economic Area and the United
Kingdom in general, the United Kingdom specifically, 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 Directive 2014/65/EU (as amended, 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.
PRIIPS REGULATION / EEA AND UK RETAIL INVESTORS If the Final Terms in respect of any Notes
include a legend entitled "Prohibition of Sales to EEA and UK 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 European Economic Area (EEA) or in the United Kingdom (UK). 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 2016/97/EU (as amended, the
Insurance Distribution Directive), 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 or in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be
unlawful under the PRIIPs Regulation.
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 Programme, the German text of 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 (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 PROGRAMME,
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
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MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR.
ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC 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 PROGRAMME 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.
BENCHMARK 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 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), or
the London Interbank Offered Rate (LIBOR), which as at the date of this Prospectus is provided by ICE
Benchmark Administration Limited (IBA). As at the date of this Prospectus, each of EMMI and IBA 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 June 8, 2016, as amended (the Benchmark Regulation). The registration status of any administrator
under the Benchmark 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 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.
The Issuers have not 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 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.
5

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: "Risk
Factors", "General Information on the Issuer and the Guarantor - Fresenius SE & Co. KGaA", "General
Information on the Issuer and the Guarantor - Fresenius Finance Ireland Public Limited Company", "General
Information on the Issuer and the Guarantor - Fresenius Finance Ireland II Public Limited Company" and
"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) which are not recognized financial
measures under the International Financial Reporting Standards as issued by the International Accounting
Standards Board and 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 the 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 and related notes.
6

TABLE OF CONTENTS
General Description of the Programme .......................................................................................................................... 8
Risk Factors .................................................................................................................................................................. 10
Presentation of Financial Information .......................................................................................................................... 36
General Information on the Issuers and the Guarantor ................................................................................................. 37
Business of the Fresenius Group .................................................................................................................................. 58
Issue Procedures ........................................................................................................................................................... 80
Terms and Conditions of the Notes .............................................................................................................................. 82
Form of Final Terms .................................................................................................................................................. 190
Guarantee ................................................................................................................................................................... 209
Use of Proceeds .......................................................................................................................................................... 219
Taxation Warning ....................................................................................................................................................... 220
Subscription and Sale ................................................................................................................................................. 221
General Information ................................................................................................................................................... 228
Documents Incorporated by Reference ...................................................................................................................... 230
Names and Addresses................................................................................................................................................. 233
7

GENERAL DESCRIPTION OF THE PROGRAMME
General
Under this 10,000,000,000 Debt Issuance Programme, 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 PLC, Barclays Bank Ireland PLC, BNP Paribas, Commerzbank Aktiengesellschaft, Credit Suisse Securities
(Europe) Limited, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, J.P. Morgan Securities plc,
and Société Générale, and any additional dealer appointed under the Programme 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 Programme (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 Programme (the
Programme Amount) will not exceed 10,000,000,000 (or nearly equivalent in another currency). The Issuers may
increase the Programme Amount in accordance with the terms of the Dealer Agreement from time to time.
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 is calculated in accordance with the ICMA (International Capital Markets Association) 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 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 European Economic Area (other than the Grand Duchy of Luxembourg) or the UK, the Final
Terms will be displayed on the website of Fresenius (www.fresenius.com).
Distribution of Notes
The Notes are freely transferable and may be offered to qualified and non-qualified investors. However, if the Final
Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA and UK 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 or 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 (11) of Article 4(1) of MiFID II or (ii) a
8

customer within the meaning of the Insurance Distribution Directive, 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 the PRIIPs Regulation for offering or selling the Notes or otherwise making
them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under
the PRIIPs Regulation.
The Final Terms in respect of any Notes will 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, 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.
Under the Luxembourg Law, offers to the public relating to money market instruments having a maturity at issue
of less than 12 months and complying also with the definition of securities are subject to the approval provisions of
an alleviated prospectus pursuant to the provisions of Part III of such law.
Listing and Admission to Trading
Application has been made to the Luxembourg Stock Exchange for Notes issued under this Programme to be listed
on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange.
The Programme 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
Programme which will not be listed on any stock exchange.
9

RISK FACTORS
Before deciding to purchase any Notes, investors should carefully review and consider the following risk factors and
the other information contained in this Prospectus or incorporated by reference into this Prospectus. The occurrence
of one or more of these risks alone or in combination with other circumstances may have a material adverse effect
on the business and cash flows, financial condition and results of operations of Fresenius, Fresenius SE & Co.
KGaA, Fresenius Ireland or Fresenius Ireland II and may affect Fresenius SE & Co. KGaA's and/or Fresenius
Ireland's and/or Fresenius Ireland II's ability to fulfill their obligations under the Notes and the Guarantee, as
applicable.
The following description is limited to risk factors which Fresenius SE & Co. KGaA, Fresenius Ireland and
Fresenius Ireland II consider to be specific and material. Fresenius SE & Co. KGaA, Fresenius Ireland and
Fresenius Ireland II describe only those risk factors they are currently aware of and which could impair their ability
to fulfil their respective obligations under the Notes and the Guarantee, as applicable. Investing in the Notes could
involve additional risks and uncertainties of which Fresenius SE & Co. KGaA, Fresenius Ireland and Fresenius
Ireland II may not be currently aware, or which Fresenius SE & Co. KGaA, Fresenius Ireland and Fresenius Ireland
II may currently not consider material on the basis of their regular risk assessments. The risks to which the business
of Fresenius is exposed may result in inaccuracies in risk assessments or other forward-looking statements.
The Notes may not be a suitable investment for all investors and each potential investor in the Notes must determine
the suitability of the investment in light of its own circumstances and financial condition. In particular, each
potential investor should:
·
have sufficient knowledge and experience to make a meaningful evaluation of the Notes and the
Guarantee, the merits and risks of investing in the Notes and the information contained in this
Prospectus;
·
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes and
the impact the Notes will have on its overall investment portfolio;
·
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the reference
currency of the investor;
·
understand thoroughly the Terms and Conditions and the Guarantee; and
·
be able to evaluate (either alone or with the assistance of a financial adviser) possible scenarios that
may affect its investment and its ability to bear the applicable risks.
RISKS RELATING TO FRESENIUS SE & CO. KGAA AND THE GROUP
Overall Economic, Political, Social and Geopolitical Risks
Adverse global economic conditions and disruptions in financial markets, in particular those caused by the
current global SARS-CoV-2 pandemic, could have an adverse effect on our businesses.
We are dependent on the conditions of the financial markets and the global economy. In order to pursue its business,
the Group is reliant on capital, as are our customers and commercial health care insurers. Limited or more expensive
access to capital in the financial markets could adversely affect our businesses and profitability. Among other things,
the potential decline in, or redirection to other purposes of, federal and state revenues may create additional pressures
to contain or reduce reimbursements for our services from public payors around the world, including Medicare and
Medicaid in the United States, and other government sponsored programs in the United States and other countries
around the world.
In the United States, increasing job losses or changes in the unemployment rate may result in a smaller percentage of
our patients being covered by an employer group health plan and a larger percentage being covered by lower paying
Medicare and Medicaid programs. To the extent that payors are negatively impacted by a decline in the economy, we
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