Fresenius SE & Co. KGaA (FRE) Earnings Call Transcript

Good morning, ladies and gentlemen. As Chairman of the Supervisory Board, I herewith open the Annual General Meeting 2023 of Fresenius SE and Co. KGaA and in accordance with the Articles of Association, take the Chair at this Annual General Meeting. The AGM is broadcast from the Congress Center Messe Frankfurt, Ludwig-Erhard-Anlage 1, 60327 Frankfurt am Main. On behalf of the Supervisory Board as well as the Management Board, I extend our welcome to you, our shareholders, the shareholder representatives and the representatives of the press. I also welcome all those who follow the AGM via our live stream. My opening remarks as well as the speech of the Chairman of the Management Board of the General Partner, Mr. Michael Sen, will be publicly broadcast on our company's website. The contents will also be recorded and made available on the company's website after the AGM. After careful consideration of our interests, the Management Board of the General Partner, Fresenius Management SE with the approval of the Supervisory Board of Fresenius SE & Co. KGaA has decided to hold this year's Annual General Meeting as a virtual AGM in accordance with the new legal regulation in Section [indiscernible], subsection 1, sentence 1 of the German Stock Corporation Act just like the vast majority of other tax companies that have held or are holding their AGMs in these days. However, this virtual AGM differs from the virtual AGMs held during the COVID-19 pandemic. Just like a face-to-face AGM, today's new virtual format enables a direct dialogue with our shareholders. During the AGM in the new virtual format, shareholders have extensive rights to speak, ask questions and submit motions, not only in the run-up, but also during this virtual AGM. With these new options, the new virtual AGM will be more interactive and lively than we have seen in previous years. And I'm looking forward to that. Ladies and gentlemen, we are fully aware of the fact that many of you, nevertheless, appreciate to have direct contact and exchange directly on site with us and among ourselves and you can surely feel the same way. Nevertheless, we think that this virtual format has more pros and cons. It offers a higher reach as with this virtual format. We can also read investors who are located at geographically distant areas, significantly reduced effort and lower costs for Fresenius, time and cost savings for you, the shareholders, as you do not have to travel to the AGM and force a more positive environmental performance. For these reasons, we propose under today's agenda item 8 to authorize the general partner in the Articles of Association to also hold future annual general meetings in virtual format. I will address this in more details when presenting today's agenda. Please note that this authorization provides only for the possibility. Of course, we will weigh up the pros and cons of individual formats on a case-by-case basis, also taking your interest into account. During today's AGM, you dear shareholders, can exercise your right to speak and submit motions only by way of video communication via the password-protected shareholder portal. This also applies to the right to information that is the possibility to address questions to the Management Board of the general partner. The access data for the shareholder portal can be found on the voting card of newly registered shareholders. I will explain the details of the procedure for requests to speak and for the conduct of today's debate in a moment. Allow me to make a few introductory remarks before explaining the procedure and proceed to the agenda. I took over as Chairman of the Supervisory Board of Fresenius 2 years ago. A lot has happened since then. The corona pandemic is not more or less over. However, we are still feeling its impact on us and on our business. The war in Ukraine has brought about many new challenges. The world around us has changed, and Fresenius had to change, too because we were not satisfied with the recent development of the company. There are many reasons for this undoubtedly and that could be seen, among other things, in the share price. The good news, we acted quickly and made strategic decisions. Fresenius is on the move and we already see the first progress. I'm very happy to have on Michael Sen as CEO. He's highly experienced in shaping and implementing transformation and change processes. And he has strategic foresight as he has demonstrated several times in his career and also during his time as Head of Fresenius Kabi with the Vision 2026 Growth Strategy. As CEO of Fresenius management SE, he and the management team and Mitten set a significant strategic course in a remarkably short time. They open the door to the future to future Fresenius to new operational strengths and sustainable growth. These are major changes, indeed, a turning point for the group. Rest assured, we, on the Supervisory Board, have supported the strategy process, including the deconsolidation of Fresenius Medical Care intensively and in close consolidation. We are convinced that this is the best option for the benefit of all of us. Both companies become more flexible, can better drive forward their strategic priorities and thus positioned themselves in the best possible way for the future. For these decisions, we have taken a lot of time. We followed up and held many discussions. That was right and important because only if we all are convinced that we have taken the right path, then we will be successful in the long term. Ladies and gentlemen, let me now address the formalities of our virtual AGM. At first, let me state the invitation to our Annual General Meeting of today was published in the Federal Gazette on 30 March 2023 in due form and time. All mandatory documents and information has since been accessible on the website of Fresenius SE & Co. KGaA and will continue to be so after this virtual AGM. One copy of each of document is in the hands of the notary public, Dr. Carsten J. Angersbach, who is keeping the minutes of today's AGM. I also welcome him warmly. As regards to the members of the Supervisory Board of Fresenius SE & Co. KGaA, except for Professor Dr. Löw-Friedrich and Mr. Romero De Paco who are unable to attend, all members, are present. From the Management Board of the General Partner, the Fresenius Management SE, all members are here on the podium today. I would like to extend a warm welcome to the members of the Management Board and the Supervisory Board. I would also like to welcome Dr. Bernd Roese from PricewaterhouseCoopers GMBH Wirtschaftsprüfungsgesellschaft who was the auditor for the 2022 fiscal year and who is also attending the Annual General Meeting in this capacity. Dr. Roese follows the AGM from one of the adjacent rooms. We have carefully checked the technical arrangements for the live broadcast of today's AGM, the shareholder portal and video link for shareholders and their proxies, together with the relevant service providers. Should to the transmission, nevertheless, be interrupted, we ask for your understanding and a few minutes patience. If the connection cannot be restored, we will provide you with further information via our shareholder portal and our website. There, you will also find the telephone number of a hotline you can contact. Ladies and gentlemen, an attendants list will again be kept for this virtual AGM as required by law. This shows the company's proxies who are present here, Dr. Thomas Richter and Mr. Sebastian Schlagwein, with the shareholdings they represent. In addition, in accordance with the new legal requirements, the attendants list shows all those shareholders or their representatives who are electronically connected to today's virtual AGM via our shareholder portal. In this context, I would like to point out that the share capital has not changed since convening the AGM. It is still EUR 563,237,277. Based on the attendants list, the current attendance of this virtual AGM is as follows: of the shared capital -- of the company of EUR 563,237,277 divided into 560,237,277 ordinary shares 404,643,527 ordinary shares with these voting rights are represented in the AGM via the proxies named by the company. And this is about 71.84% of the registered share capital. And furthermore, there are also ballot voting of 1,347,223 ordinary shares. This is 0.55% of the stock capital have been received and furthermore, registered shareholders and their proxies are represented to be 2,813,062 shares via the shareholders' portal electronically, which up to now neither have cast any ballot votes nor also used the proxies and all the rest, the proxies mentioned by the company. This is 408,841,509 ordinary shares with the equivalent voting rights, that is 72.59% of the registered share capital. The attendance list is available here in the meeting room. In addition, it can be inspected on the shareholder portal by all shareholders or shareholder representatives who are electronically connected to the AGM. The attendance list will be updated continually as necessary. I will inform you on the current attendance later. Ladies and gentlemen, shareholders registered in due form and time were able to exercise their voting rights before the AGM, either by electronic postal ballot or by instructing and authorizing the company's proxies. It is still possible to issue powers of attorney and instructions to the proxies appointed by the company during the virtual AGM via the shareholder portal onto the Internet until the voting begins. At this time, I will again expressly point out that this is the last opportunity to grant power of attorney and issue instructions. Electronic postal ballots cannot be made during this virtual AGM via the shareholder's portal on the Internet until the closing of voting by me as Chairman of the meeting. And at this time, I will again expressly point out that this is the last opportunity to exercise your vote. However, I would like to ask you to use the above-mentioned functions earlier, if possible as there may be delays in transmission for technical reasons. Ladies and gentlemen, as already mentioned at the beginning, we have the opportunity to register a request to speak via button in the main menu of our shareholder portal. I will now explain to you the key issues both for the content of your contributions and for the formal process of how we will conduct and handle the debate today. First of all, contents. Please make your contribution in the same way as you would act at an AGM in present. The contribution should only refer to the items on the agenda and if necessary, the rules of procedure. Please be reasonably brief. As the Chairman of the meeting, I have to make sure that the AGM is conducted in a lawful and proper manner. This means also that I can formerly limit the time of our questions and speeches appropriately should this appear necessary to me in the future course of the meeting, especially in view of the number of requests to speak that have been received and remained to be covered. We will conduct today's debate as a general debate, as you know it from our previous AGMs in presence. You, therefore, have the opportunity to address all items on the agenda and do not have to register individually for different items on the agenda. As Chairman of the meeting, I am also entitled to decide how you can ask your questions today. As already indicated in the invitation, I hereby stipulate that questions can only be asked via video transmission. So if you would like to ask questions, please register your request to speak via our shareholder portal and then use your contribution for whatever you want to speak as questions or both. In the same way, you must register your request to speak if you wish to submit a motion during today's AGM, be it a substantive motion or referring to the rules of procedure or if you wish to submit a nomination. When registering your request to speak on the shareholder portal, you can also state that you wish to submit a motion. I would be grateful if you make use of this so that I can check it and decide whether you request requires or justifies preferential taking time, as necessary. For the announcement of a motion as well as the transmission of request for information pursuant to Section 1314 of the Corporate Act, you will find correspondingly designated fields in the shareholder portal. Now a few details on the technical procedure for your request to speak and on the conduct of the debate. In a shareholder portal, there is a virtual desk for request to speak. I kindly ask shareholders or their proxies who wish to speak during the AGM in order to exercise their shareholder rights to register as early as possible their request to speak at the virtual registration desk via the shareholder portal. To do so, please use the request to speak button in the main menu of the shareholder portal. When registering a request to speak, please provide an e-mail address and a telephone number so that the staff of our technical service provider can contact you in the event of technical problems. A live speech requires an operating video communication between the shareholder and the company. Before I can give you the floor, our technical team will therefore conduct a short technical operation and functional test together with you. The company reserves the right to reject a speech if the operation of the video communication between shareholder and company is not ensured. If proper operation discontinues during a speech, the company reserves the right to terminate the speech prematurely. At this point, I refer the recommendations for optimal operation of video communication that we have published on the company's website as well as on the shareholder portal. There, you will also find, as already mentioned, the telephone number of a hotline of our technical service provider, which you can contact in the case of technical problems. To check the technical functionality, speakers registered for a contribution will be asked to enter a virtual meeting room. There, you will be connected to a staff member who will briefly check the proper operation of the video communication with you. After a positive check of the functionality in the virtual waiting room, I will call you by name in a general debate, and you will be switched to the live stream with image and sound. After I have given you the floor, please begin your speech. After the speech, your live video connection will be deactivated. Should you wish to speak again, please register again, your request to speak via the request to speak button in the shareholder portal. Ladies and gentlemen, in the run-up to our virtual AGM shareholders who registered in due form at a time, we're able to submit comments in text form on the items on the agenda via the shareholder portal on the Internet by 11th May 2023, no use was made of this. Furthermore, I state that no countermotion requiring modification has been received by the company. Ladies and gentlemen, we now proceed to the agenda. First of all, I will explain the individual items on the agenda. In this context, Mr. Sen will inform you on the situation of the company, and I will explain the report by the Supervisory Board in more details. This will be followed by the debate that has just been mentioned and described in detail and answering the questions asked during the debate. We will then vote on the individual items on the agenda in one go. We will start with item 1 of the agenda. This is first to the presentation of the annual financial statements and the consolidated financial statements, each approved by the Supervisory Board, the Management Board's reports of Fresenius SE & Co. KGaA at the group and the report of the Supervisory Board of Fresenius SE & Co. KGaA for the fiscal year 2022. It covers the resolution on the approval of the annual financial statements of Fresenius SE & Co. KGaA for the fiscal year 2022. As already mentioned, the before mentioned documents have been made available on the company's website since convening the Annual General Meeting. This can, of course, still be inspected and downloaded during and after this virtual AGM. They will also find the explanatory report of the general partner on the disclosures pursuant to Section 289a and 315a of the German Commercial Code. Therefore, I assume that all the documents mentioned are known. One copy each has been handed over to the notary, Dr. Angersbach. Now I would like to ask Mr. Sen to address the information provided in Item 1 of the agenda, including the outlook for the current fiscal year. Here, Mr. Sen, the floor is yours.

Thank you very much, dear, Wolfgang Kirsch. Ladies and gentlemen, dear shareholders, a very warm welcome to the Fresenius Annual General Meeting 2023. Also from my side, I'm looking forward to reflecting with you on the past year. At the same time, I would like to look ahead and give you an impression of what Fresenius, in its core, is all about. Fresenius occupies a key position at the heart of health care. We are there for our patients when it matters most. We save lives. We improve the quality of life. We bring new life into the world. These are key moments. Moments that are about quality, about safety, about trust, about being in the best hands. If I had to sum up what we do in just one sentence, I would say, "What matters for us is doing the right thing at critical moments." And that's‘ exactly what the Fresenius team does every day. In intensive care, in emergency rooms, in the regular wards, with highly specialized drugs and medication, clinical nutrition, infusion therapy, in cell and gene therapy and dialysis. Doing the right thing also means taking responsibility, taking bold decisions, enabling change and improving Fresenius for our patients, for our employees, for you, our shareholders. We have worked hard in recent months. We have set fundamental things in motion. Today Fresenius has a clear focus and a clear strategic direction that is important. This is the only way we can continue to create real value. An eventful year is behind us. Following the COVID pandemic, we had all hoped for calmer times. But unfortunately, the reality is different. War in Ukraine, geopolitical tensions, trade policy differences, high energy prices, inflation. All of these have had an impact on our business. In 2022, we generated a sales growth of 4% currency adjusted to more than EUR 40 billion. The reason is a solid fourth quarter. Fresenius Kabi also picked up speed in the fourth quarter. This was encouraging after a somewhat weaker first half. Biopharma, MedTech and Clinical Nutrition contributed to this. Biopharma grew particularly dynamically in 2022. In MedTech, we made gains in the fourth quarter as well. This is because the plasma and cell therapy business developed positively. Moving on to Helios, our hospital group, here, too, sales developed very encouragingly. In Spain there were four quarters of robust revenues. In Germany, the first half of the year was strongly influenced by COVID. In the second half of the year, however, occupancy rates in the hospitals improved. In the fourth quarter, it was above the previous year‘s level. The situation at Fresenius Medical Care and Fresenius Vamed was less positive. Both businesses grew by only 2% – in constant currency in 2022. At Fresenius Vamed, this was mainly because of the hospital construction and planning business. Fresenius Medical Care had to contend with inflation and labor shortages. Another important– and very tragic – aspect was that significantly more dialysis patients died during the COVID pandemic than the years before. We are not satisfied with the Group result. It fell by 29% year-on-year in constant currency to just under EUR 1.4 billion. Earnings per share decreased to EUR 2.44. The difficult macroeconomic conditions played a role here, no doubt. But it would be too easy to blame everything on this. Fresenius fell short of its potential in 2022. We pressed RESET in October and initiated a completely new start. To do this, we took a close look at the entire company. We talked intensively with everyone involved. In February, we then presented our new future Fresenius strategy. I would like to reiterate 3 key points of that strategy. First, we are focusing on the operating companies, Fresenius Kabi and Fresenius Helios. Both companies cover system-relevant areas of the health care system. They are globally active in the service of patients. and they have effective market positions, more on this later. Secondly, we manage our investments in Fresenius Medical Care environment as investment companies. At Fresenius Medical Care, we plan to change the legal form and entity. The company will become a stock corporation AG. Fresenius Medical Care will then be deconsolidated. The new simplified group structure will make Fresenius more transparent. Decision-making is concentrated on fewer bodies and accelerated. In the future, both companies will be able to focus fully on their business. We are making good progress here. An extraordinary general meeting of Fresenius Medical Care will pass a resolution on the change of the legal form on July 14. We aim to complete this process by the end of the year. Fresenius SE will retain a significant stake of 32%. Fresenius will lose complexity, but none of its substance. Fresenius Medical Care's management will have more freedom in the future, but it also bears the responsibility for getting the company back on track for success. Third, we have defined a new transparent and tight financial framework. It expresses our financial ambitions with a clear focus on returns. For you, our shareholders, we want to make our dividend policy attractive and predictable. This means we linkage to growth in earnings per share, currency-adjusted or at least maintain the level of the previous year. Today, we are proposing to leave the dividend for 2022 at EUR 0.92 per share despite our weaker earnings. Ladies and gentlemen, the measures I mentioned will not bear fruit overnight. It will continue to be a matter of doing the right thing, sticking to the calls we have initiated, but the figures for the first quarter confirm that we are heading in the right direction. Overall, we started promisingly into the new year. We are seeing good growth momentum across the group, with sales up 5%. Kabi and Helios delivered a strong first quarter. Kabi reported strong organic sales growth at the upper end of our target corridor. The EBIT margin was already in the target range. Helios also showed a healthy organic revenue growth. This is due, on the one hand, to the clinics in Spain. On the other hand, it is because of declining COVID case numbers in Germany. Helios EBIT margin was also within the target range. At Fresenius Medical Care, there are a positive signal in the U.S., we are treating more patients again. The labor market for skilled workers is stabilizing. At Fresenius Vamed, there is still a lot to do, more than originally expected. We have initiated very clear measures. All of this is more important because the economic situation is not likely to improve this year. Personnel costs as well as material and energy costs are expected to continue rising. The same applies to the interest burden. We anticipate a refinancing requirement of around EUR 3 billion by 2020. What does this mean for the outlook of the current fiscal year? At group level, we expect revenue growth in the low to mid-single-digit percentage range. Excluding Fresenius Medical Care, our EBIT is expected to remain roughly stable, currency-adjusted or to decline by a maximum of a mid-single-digit percentage, always assuming that geopolitical tensions do not escalate further. Ladies and gentlemen, in recent months, we have already achieved a great deal in everything we do, but patients are at the center. But this is inconceivable without the daily commitment of our employees. My thanks go to all my colleagues at Fresenius. They have worked hard. They have stayed at the cause despite all the challenges and changes. Let me give you a few examples that have impressed me particularly. One of them is the quick support we provided to the people in Ukraine. We continue to care for dialysis patients on-site, treated more casualties, delivered medical equipment. Our teams also did an extraordinary job during the earthquake in Turkey and Syria. And finally, a special thanks to our nursing staff for their tireless efforts during the COVID pandemic. In critical moments, it is important to do the right thing. Fresenius team provided that and made a big difference. Our employees can be proud of that. The cause for future Fresenius. For the future of our company has now been set, the task now is to continuously develop the portfolio and open new growth areas. The focus is on our 2 operating companies Fresenius Kabi and Fresenius Helios, both businesses are focused on therapies. Therapies account for up to 80% of a patient's journey through the health care system. They have the strongest influence on maintaining and improving patients' lives. Helios and Kabi are both active in attractive growth markets. Both already hold leading positions today. And they cover the 3 key growth platforms in the therapy sector, Biopharma, MedTech and Care Provision. In both, we help our patients in critical situations inpatient as well as outpatient. That makes us unique. No other companies does this the way we do it. Let me give you a few examples at Helios and Kabi. Fresenius Helios is Europe's leading private hospital operator. Helios' emergency outpatient departments, medical care centers and clinics are the first port of call for hundreds of thousands of patients day after day, day and night, around the clock. We will systematically expand our strong position in this area. In Germany, we are focusing our portfolio on cross-sector health care. This means connecting different disciplines. Cooperation between inpatient and outpatient health care, further specialization of hospitals and better regional coordination of their range of services. A good example of this is our Heart Center in the city of Leipzig. It is one of the large specialist hospitals for heart diseases in Europe. Here, you can already see what the future of medicine looks like. Another example is in Spain, in Madrid, we operate a modern proton therapy center for treating cancer patients. It enables tumors to be treated more precisely, and thus more -- much more gently than with conventional radiation therapy. Digitization is also an exciting field. I think of the enormous opportunities offered by telemedicine. The aim is to be able to transmit and interpret health data more quickly in the future. Our TeleWear project shows what digitization looks like in everyday life in a real-life example. The idea is that your smartwatch delivers health data directly to the cardiologists in the clinic, and they can evaluate it on the spot. We hope to empower routine care for cardiovascular diseases, largely provided virtually in the future. This will not only save costs, above all, it will significantly improve patients' quality of life. Another pilot project in the true sense of the word is currently underway in Baden-Württemberg. There, for the first time in Europe drones are in regular use in medical logistics. Starting in August, they will transport samples between 2 of our hospitals, which is faster, more reliable and more environmentally friendly than road transport. We are also improving the utilization of our laboratories. Other routes in Germany are to follow. No matter where people receive outpatient or inpatient care, drugs nutritional products and medical technology from Fresenius Kabi are part of it. More and more medical products are needed all over the world. They must be of the highest quality, but they have to be affordable also. Biologics have ushered in a new era. That means drugs that are produced biologically from living cells. They open up completely new opportunities for treating serious diseases. Cancer, for example, autoimmune diseases, such as rheumatism, or diseases like Crohn's disease. The reason these drugs act very precisely in the body, fighting against tumors, against inflammations. As a result, may enable very effective treatments. Biosimilars or follow-on products make these highly complex therapies more affordable and thus, accessible to more people. Kabi already offers the most and the first product in this area. Others will follow. In cell and gene therapy, we are already working closely with research institutions and biopharmaceutical companies. Fresenius Kabi has a great deal of experience in removing human cells for therapies, preparing them and reintroducing them, for example, with our medical devices. Finally, clinical nutrition is indispensable for critically and chronically ill patients. We see great potential here, especially in growth markets such as Latin America and Africa. Let me turn to a topic that we hear a lot about at the moment, artificial intelligence, it will change hospital processes. It will make diagnosis easier, speed up the exchange of information and give more perfection to data analysis. At Fresenius, we will use AI whenever it creates value for our patients. All of these topics are the result of hard work and it's done by the people in our company. Our success stands and falls with qualified and motivated employees. We will continue to need the best talent in the future in all areas, especially, of course, in the medical and technical professions. Fresenius is the best place for motivated people to make a difference and to do the right thing for patients at critical moments. And that's what drives more than 300,000 colleagues around the globe. And Fresenius is driven by their ideas by their drive, by the diversity of the people who work for us. We value this diversity and we encourage this diversity. I am firmly convinced that different backgrounds, experiences, perspectives and opinions move us forward. They make us successful. And there is something else we will take into account much more in the future. Health needs sustainability. We have set ourselves a clear climate target. The entire group is to operate on a climate-neutral basis by 2040. Helios Germany is starting on the consumption side. We want to use 20% less energy in our clinics as early as this year. Another example, the project is underway in Germany to recycle anesthetic gases. Anesthetic gases have a far greater impact on the climate than it's generally thought. They cause up to 35% of a hospital's emission. For example, the emissions from a 7-hour operation with anesthetic gas are equivalent to a car trip of 8,000 kilometers. With the modern filter systems, up to 90% can be recycled and reused. Following a pilot phase, we will now install the system in 19 additional hospitals. This will save 1,100 metric tons of CO2 per year. That is equivalent to the amount emitted by a midsized car driving 100x around the world. Ladies and gentlemen, we are a company that doesn't have to search for its purpose. We work every day to improve people's health. Advancing patient care, that is our mission, but as I said, we had not yet fully exploited our potential. That's why we set out a new path for Fresenius and did the right thing at a critical moment for the company. And we will continue to do so. Fresenius has a clear direction. We are working on the future of medicine. As always, at Fresenius, our focus is on our patients. We have initiated important changes and we will continue along this path. I assure you, we, as the management Board team, are fully committed to the success of our company. Your company, in doing so, we count on your trust and your support. Thank you very much for your attention.

Thank you very much, Mr. Sen for your presentation. You've not only shown the necessity of the changes in the company, but also comprehensively demonstrated the direction in which Fresenius will be headed in the future. Let me emphasize once again that we have initiated the upcoming changes together. We agree that Fresenius needs change and is ready for change. This is also the reason for our company's long-term success since its founding days, constantly adapting to change, evolving and questioning established structures and processes. We'd like to thank Michael Sen and the entire Management Board team for their successful and impactful work in the past months. We, the entire Supervisory Board, wish them continued success and good luck in shaping the long-term development of the company. At the same time, I would like to take this opportunity to sincerely thank all the poise working for Fresenius worldwide for the great commitment and successful work during these extremely challenging times. Ladies and gentlemen, I would now like to say goodbye to those who are following the AGM outside the password-protected shareholder portal via the Internet. The broadcast outside the shareholder portal will now end. For those shareholders and shareholder representatives who are following the AGM via the shareholder portal, the broadcast is going to continue. [Statements in English on this transcript were spoken by an interpreter present on the live call.]