Management Report Operations and Business Environment Group Structure and Business 
The statement of income and the balance sheet can be influenced by currency translation effects as a result of exchange rate fluctuations, especially the rate of the US dollar to the euro, which had a pronounced effect in 2008. This impacted: first, on the statement of income due to the changed average annual exchange rate between these currencies of 1.47 in 2008 compared to 1.37 in 2007; and second, on the balance sheet due to the changed spot rate of 1.39 as of December 31, 2008 compared to 1.47 as of December 31, 2007.
There were no legal aspects that significantly affected the business performance in 2008.
Capital, shareholders, statutes
The summary below shows the subscribed capital of Fresenius SE.
| December 31, 2008 | December 31, 2007 | ||||
| Number of shares |
Subscribed capital € |
% of subscribed capital |
Number of shares |
Subscribed capital € |
|
| Ordinary shares/capital | 80,571,867 | 80,571,867.00 | 50% | 77,582,385 | 77,582,385.00 |
| Preference shares/capital | 80,571,867 | 80,571,867.00 | 50% | 77,582,385 | 77,582,385.00 |
| Total | 161,143,734 | 161,143,734.00 | 100% | 155,164,770 | 155,164,770.00 |
The shares of Fresenius SE are non-par value bearer shares. The subscribed capital is divided into an equal number of ordinary and preference shares. Shareholders’ rights are regulated by the Statute for a European Company (SE) and the German Stock Corporation Act (AktG). Additionally, the articles of association of Fresenius SE contain the following three provisions for the holders of non-voting preference shares:
- From retained earnings for the year they will receive a dividend of least € 0.02 per preference share and higher by € 0.01 per preference share than that for an ordinary share.
- The minimum dividend payable on preference shares takes precedence over payment of a dividend on ordinary shares.
- If retained earnings in one or more fiscal years are not sufficient to pay a dividend of € 0.02 per preference share, the amounts not distributed will be paid in arrears, without interest, from the retained earnings in subsequent fiscal years, after distributing the minimum preference dividend for those fiscal years and before payment of a dividend on the ordinary shares. The deferred payment right is a constituent of the share of profits from retained earnings of that fiscal year for which the deferred payment is made.
The Management Board is authorized, with the agreement of the Supervisory Board, to increase the subscribed capital of Fresenius SE in accordance with the General Meeting’s resolutions on approved capital. The Approved Capital II of originally € 5,496,115.20 was utilized for the capital increase of € 5,496,114.00 in August 2008. Hence, there are two authorizations:
- Authorization to increase the subscribed capital by a maximum nominal amount of € 12,800,000.00 by May 9, 2011 through one or more issues of bearer ordinary shares and/or non-voting bearer preference shares against contribution in cash and/or assets in kind (Approved Capital I).
- Authorization to increase the subscribed capital by a maximum nominal amount of € 1.20 by May 9, 2011 through one or more issues of bearer ordinary shares and/or non-voting bearer preference shares against contribution in cash and/or assets in kind (Approved Capital II). Shareholders’ preemptive rights of subscription can be excluded. Approved Capital II has been reduced from € 6,400,000.00 to € 1.20 as a result of financing the acquisitions of HUMAINE in 2006 and APP Pharmaceuticals in 2008.
- The subscribed capital is increased conditionally by a maximum nominal amount of € 1,536,612.00 by the issuance of new bearer ordinary shares and non-voting bearer preference shares (Conditional Capital I). The conditional capital increase will be executed only to the extent that subscription rights to ordinary and preference shares are issued under the 1998 Stock Option Plan and the holders of these rights exercise these rights.
