single entity financial statements and combined management...

Single entity financial statements and combined management reportof Drägerwerk AG & Co. KGaA

as of December 31, 2015

1CONTENTS

Combined management report of Drägerwerk AG & Co. KGaA 3

Single entity financial statements of Drägerwerk AG & Co. KGaA 5Income statement of Drägerwerk AG & Co. KGaA from January 1 to December 31, 2015 5Balance sheet of Drägerwerk AG & Co. KGaA as of December 31, 2015 6

Notes to Drägerwerk AG & Co. KGaA single entity financial statements 8Major direct and indirect shareholdings of Drägerwerk AG & Co. KGaA 36The Company’s Boards 42Management compliance statement 46

Possible rounding differences in the financial report may lead to slight discrepancies.

2 COMbiNEd MANAGEMENT rEPOrT OF dräGErwErk AG & CO. kGAA

3NOTESANNUAL FiNANCiAL STATEMENTS MANAGEMENT REPORT

Combined management report of Drägerwerk AG & Co. KGaA

The management report of Drägerwerk AG & Co. KGaA and the management report of the Dräger Group have been combined and published in the Group Annual Report since fiscal year 2014 pursuant to Sec. 315 (3) of the Ger-man Commercial Code (Handelsgesetzbuch – HGB). The management report of Drägerwerk AG & Co. KGaA, which is combined in the Group management report, and the single entity financial statements for fiscal year 2015 are submitted and published in an electronic version by the German Federal Gazette.

4 iNCOME STATEMENT

NOTESMANAGEMENT rEPOrT ANNUAL FINANCIAL STATEMENTS 5

Single entity financial statements of Drägerwerk AG & Co. KGaA

INCOME STATEMENT OF DRäGERwERK AG & CO. KGAA FOR ThE PERIOD FROM JANUARy 1 TO DECEMbER 31

in € thousand Note 2015 2014

Net sales 22 880,570 –

Reduction in work in progress and finished products –3,941 –

Other own work capitalized 3,431 –

Other operating income 23 218,569 196,571

Cost of materials –506,831 –

Personnel expenses 25 –260,713 –82,737

Amortization of intangible assets and depreciation of property, plant and equipment 26 –26,502 –16,536

Other operating expenses 27 –399,990 –138,463

Income from investments 28 2,656 617

Income from a profit transfer agreement 29 82,094 157,097

Income from other non-current securities and loans 580 –

Write-downs on financial assets –279 –

Expenses from a loss transfer due to a profit transfer agreement –682 –

Interest result 30 –11,531 –17,264

Results from ordinary operations –22,569 99,286

Extraordinary expenses 31 –64,697 –

Extraordinary result –64,697 –

Income taxes 32 18,907 –5,031

Other taxes –329 –314

Profit before distribution for participation capital –68,687 93,941

Distribution for participation capital Series D –1,077 –7,879

Net profit/loss –69,764 86,062

Profit brought forward from prior year 435,740 373,060

Net earnings 17 365,976 459,122

6 bALANCE ShEET

CONSOLIDATED bALANCE ShEET OF ThE DRäGERwERK AG & CO. KGAA AS OF DECEMbER 31

in € thousand Note December 31, 2015 December 31, 2014

Assets

Intangible assets 6 23,829 25,432

Property, plant and equipment 7 166,008 74,276

Financial assets 8 606,810 869,959

Non-current assets 796,647 969,667

Inventories 9 132,950 –

Trade receivables 10 59,358 212

All other receivables and other assets 10 473,117 180,279

Bank balances 20,827 166,212

Current assets 686,252 346,703

Prepaid expenses 11 8,159 5,197

Deferred tax assets 12 57,751 36,729

Excess of plan assets over pension liability 13 4,275 3,957

Total assets 1,553,084 1,362,253

NOTESMANAGEMENT rEPOrT ANNUAL FINANCIAL STATEMENTS 7

in € thousand Note December 31, 2015 December 31, 2014

Equity and liabilities

Capital stock 14 45,466 44,186

Capital reserves 15 237,217 206,942

Retained earnings 16 199,191 199,191

Other retained earnings 199,191 199,191

Net earnings 17 365,976 459,122

Participation capital – par value: EUR 14,488 thousand (Series D) 19 28,511 28,511

Equity 876,361 937,952

Provisions for pensions and similar obligations 123,208 83,099

Other provisions 114,418 40,710

Provisions 20 237,626 123,809

Participation capital – par value: EUR 6,777 thousand (Series A+K) 15,588 15,588

Liabilities to banks 221,848 207,492

Trade payables 80,549 22,069

All other liabilities 120,150 55,343

Liabilities 21 438,135 300,492

Deferred income 963 –

Total equity and liabilities 1,553,084 1,362,253

88 NOTES TO dräGErwErk AG & CO. kGAA SiNGLE ENTiTy FiNANCiAL STATEMENTS 2015

Notes to Drägerwerk AG & Co. KGaA single entity financial statements 2015

GENERAL

Drägerwerk Verwaltungs AG, Lübeck, is the sole general partner of Drägerwerk AG & Co. KGaA. Drägerwerk Verwaltungs AG, Lübeck does not hold any shares. The capital stock of the general partner amounts to EUR 1 million.

The single entity financial statements of Drägerwerk AG & Co. KGaA have been pre-pared in accordance with the provisions of the Commercial Code (Handelsgesetzbuch – HGB). For the income statement, the expense method of presentation has been used.

With the goal to enhance the transparency of the presentation, certain items of the bal-ance sheet and income statement have been summarized, but are detailed further down in the notes. The financial statements were prepared in euros. Unless otherwise stated, all figures are disclosed in thousands of euros (EUR thousand); rounding differences may arise as a result.

CORPORATE GOVERNANCE

Drägerwerk AG & Co. KGaA’s declaration of conformity under the terms of Sec. 161 AktG (Aktiengesetz – German Stock Corporation Act) has been issued and made available to the shareholders (see the Annual Report of the Dräger Group or www.draeger.com).

CURRENCy TRANSLATION

Foreign currency assets and liabilities are stated at the historical exchange rate on the day of transaction.

Foreign currency assets and liabilities with a remaining term of up to one year are recognized at the mean spot exchange rate as of the date on the balance sheet. Exchange gains and losses from this conversion are recognized in income. Only losses resulting from different currency exchange rates are recognized for assets and liabilities with a remaining term of more than one year. Income and expenses from currency translation are recognized in the notes under other operating income and expenses.

ChANGE IN PRESENTATION AND COMPARAbILITy wITh ThE PRIOR yEAR

Comparability with the prior year is limited as Dräger Medical GmbH was merged with Drägerwerk AG & Co. KGaA retroactively as of January 1, 2015 by the merger agreement dated June 3, 2015.

The assets and liabilities were transferred using the basis rollover/carryover at book value pursuant to Sec. 24 of the German Transformation Act (UmwG) (pooling of carrying amounts).

The assets taken over are presented in the notes to the respective balance sheet items; the fixed assets taken over are presented in the statement of changes in fixed assets.

Furthermore, HAMUS Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Lübeck KG was absorbed into Drägerwerk AG und Co. KGaA on November 27, 2015. The assets and liabilities were also transferred at adjusted carrying amounts.

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9NOTESANNUAL FiNANCiAL STATEMENTS MANAGEMENT rEPOrT

5 ACCOUNTING POLICIES

Purchased intangible assets are carried at cost less straight-line amortization over an estimated useful life of no more than four years. Internally developed intangible assets that are part of non-current assets are not recognized.

Property, plant and equipment are carried at cost less straight-line depreciation over the assets’ estimated useful life. Pursuant to Sec. 255 (1) HGB, cost also includes inciden-tal purchase costs and post-acquisition expenses, allowing for acquisition cost deductions. Costs include direct materials and labor costs, special production costs, and materials and production overheads to an attributables extent as well as the impairment of non-current assets insofar as it is caused by production. Research, sales costs and interest on debt are not taken into account. Factory and office buildings are depreciated over a maxi-mum period of 50 years, building fixtures and fittings over 10 years, production plant and machinery over eight years, and other plant, factory and office equipment up to 15 years, but generally between two and five years. Movable items of property, plant and equipment recognized up to December 31, 2009 are depreciated according to the declining balance method, applying the maximum rates permitted by tax regulations. For assets received after that date, the declining balance method is only applied if it corresponds with the actual impairment of non-current assets. Low-value assets with a value up to EUR 150 are recognized immediately as expenses. Low-value assets with a value between EUR 150 and EUR 410 are recognized, fully expensed and written off in the fiscal year of acquisition.

Within financial assets, the shares in Group companies and investments are stated at the lower of cost or, where long-term impairment appears probable, at realizable value.

Non or low-interest bearing loans are disclosed at their present value, while loans car-ried at the customary market interest rate are disclosed at nominal value. Discounting and compounding are shown as write-downs or write-ups respectively in the asset history sheet. Non-current assets whose carrying amounts, when determined according to the above-mentioned principles, exceed the lower current values are written down accord-ingly.

Exchange rate gains and losses from foreign currency denominated financial assets are recognized under other operating income or expenses.

In the case of inventories, raw materials, consumables and supplies as well as mer-chandise and prepayments are recognized at the lower of average cost or reference values. Work in progress as well as services not yet billed are recognized at cost; average costs are comprised of direct costs of materials and labor, material costs and production overheads as well as the decline in the value of fixed assets. Sufficient impairments are recorded for inventory risks arising from storage time and reduced value. Costs do not include interest on debt.

Prepayments received on account of orders or discounts on services that have already been rendered but not yet invoiced are recognized at nominal value and directly offset against inventories.

Receivables and other assets are stated at principal or par, less any necessary allow-ances for bad debts, etc. Adequate general allowances provide for the normal collection risk. Non or low-interest receivables with a remaining term of more than one year are discounted.

Derivative financial instruments are reported at fair value. Provisions for contingent losses are recognized for those derivatives which have negative fair values where they are

1010 NOTES TO dräGErwErk AG & CO. kGAA SiNGLE ENTiTy FiNANCiAL STATEMENTS 2015

not part of a valuation unit. If the market value cannot be reliably determined, the fair value is derived from the market value of similar derivatives or calculated with the help of established measurement methods such as the discounted cash flow method (present value approach) and the Black Scholes model (in the case of options). The applied yield curves and exchange rates that are in line with the market are the primary factors for these models.

Bank balances are stated at the nominal value.Deferred taxes are calculated for temporary differences between the values of non-

current and current assets as well as prepaid expenses, provisions and liabilities under commercial law and tax law, which in all probability will be reversed in the future. Drägerwerk AG & Co. KGaA, in its role as parent company, includes the differences from its own balance sheet items as well as those from consolidated tax group. Tax loss carry–forwards and interest carryforwards are recognized in addition to these temporary dif-ferences. Deferred taxes are determined on the basis of the income tax rate applicable to Drägerwerk AG & Co. KGaA’s fiscal unit. The deferred taxes are measured at the amount expected to be paid or recovered in subsequent fiscal years. Deferred tax assets from loss and interest carryforwards are only recognized if it is sufficiently probable that they will be realized within the next five years.

For accounting purposes, series D participation capital is reported as equity due to the terms and conditions upon which the participation certificates are based. Therefore, it is shown on a separate line in addition to the statutory classification format, under equity and Drägerwerk AG & Co. KGaA’s net earnings. The par value of this participation capital is disclosed in the previous column. Although participation capital is treated as accounting equity, the underlying participation rights maintain their obligatory nature under law. Therefore, the premium yielded over and above the par value can be neither transferred to the capital reserve nor allocated otherwise. Hence it follows that this pre-mium continues to be an integral part of the balance sheet item “Participation capital”. The dividends for series D participation certificates reduce the net profit or increase the net loss for the period. The underlying dividend distribution is shown on a separate line of the income statement immediately preceding net profit/loss.

Series A and K participation capital is reclassified as non-current debt because the terms and conditions of these participation certificates include a minimum dividend and no loss transfer. Civil law considerations require that any profit distributed in favor of participation capital must be offset against net profit. The dividends for series A and K participation certificates are recognized in the interest result.

The actuarial calculations for determining pension obligations are based on biomet-ric probability (2005 G Heubeck mortality table) and use the projected unit credit meth-od. The calculation also takes into account future expected wages/salary and pension increases. The underlying interest rate for compounding and discounting of pension obli-gations is based on the average market rate of the past seven fiscal years for an anticipated remaining term of 15 years determined and published by Deutsche Bundesbank.

The company pension plan for the German Group companies introduced on January 1, 2005, is composed of three levels – the employer-funded basic level, employee-funded top-up level and employer-funded supplementary level. The pension cost for the employer-funded basic level is based on the respective employee’s income. The employee-funded top-up level allows employees to increase their pension entitlement through deferred com-


pensation. The contribution made at the employer-funded supplementary level depends on the employee contribution through deferred compensation and on Dräger Group’s business performance (EBIT).

The employees’ pension accounts have a minimum guaranteed return of 2.75 percent. The funds resulting from the new pension plan are invested in a restricted fund set up especially for Dräger that is subject to special restraints on disposal. The measurement is carried out at fair value, which is offset against the respective underlying obligations. If the result is a backlog of obligations, this amount is recognized in pension provisions. If the value of the plan assets exceeds the obligations, it is recognized in “Excess of plan assets over pension liability”.

Provisions adequately allow for all identifiable risks in accordance with prudent business judgment and contingent liabilities. The amount recognized reflects the sum required to fulfill the obligations according to prudent business judgment. Future price and cost increases are taken into consideration if there is sufficient evidence to substan-tiate their actual occurrence. Non-current provisions are discounted at the market rate relating to their remaining terms published by Bundesbank.

Expenses incurred from the compounding of provisions are recognized separately in “Interest and similar expenses”.

Liabilities are stated at the amount repayable.Contingent liabilities are valued at the best estimate as of the possible liabilities as of

the balance sheet date. For contingent liabilities from guarantees, suretyships and war-ranty/indemnity contracts, the loan sums actually drawn as of the balance sheet date are disclosed in addition to the guaranteed ceilings.

The other financial obligations under contracts are measured at their nominal value and disclosed in the notes.

1212 NOTES TO ThE bALANCE ShEET

Notes to the balance sheet

INTANGIbLE ASSETS

INTANGIbLE ASSETS

in € thousand

Franchises, concessions, industrial property and similar rights and assets,

as well as licenses thereto

Prepayments made

As of 2015

CostJanuary 1, 2015 54,862 3,284 58,147

Additions from merger * 41,496 – 41,496Additions 2,427 3,985 6,412

Disposals 1,159 62 1,221

Reclassifications 1,727 –1,727 –

December 31, 2015 99,353 5,480 104,833

Accumulated depreciation January 1, 2015 32,715 – 32,715

Additions from merger * 39,990 – 39,990Additions 9,455 – 9,455

Disposals 1,155 – 1,155

Reclassifications – – –

December 31, 2015 81,005 – 81,005

Net carrying value December 31, 2015 18,348 5,480 23,829Net carrying value December 31, 2014 22,147 3,284 25,432

* “Additions from merger” relate to historical costs as well as accumulated depreciation from former subsidiary dräger Medical Gmbh, which was merged with drägerwerk AG & Co. kGaA at January 1, 2015 pursuant to the merger agreement.

In the case of the intangible assets, in particular the additions from the merger of Dräger Medical GmbH resulted in an increase in carrying amounts in the fiscal year. This mainly relates to software. The additions in the current fiscal year largely comprise the acquisi-tion of software (EUR 2.4 million; 2014: EUR 10.5 million) and prepayments made on software that is still in production (EUR 4.0 million; 2014: EUR 3.7 million).

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PROPERTy, PLANT AND EQUIPMENT

PROPERTy, PLANT AND EQUIPMENT

in € thousand

Land, equivalent titles

and buildings (incl. on leased land)

Production plant and machinery

Other plant, factory and office equipment

Prepayments made and assets

under construction

As of 2015

CostJanuary 1, 2015 138,722 3,319 35,207 26,880 204,127

Additions from merger 1 7,562 2,106 68,571 11,980 90,219

Additions 2 16,259 410 14,308 45,457 76,434

Disposals 3,430 444 3,624 7 7,505

Reclassifications 18,463 112 5,007 –23,582 -

Transfers from subsidiaries – – – – –

December 31, 2015 177,576 5,503 119,469 60,728 363,275

Accumulated depreciationJanuary 1, 2015 99,871 2,926 27,054 – 129,851

Additions from merger 1 3,960 1,840 51,894 – 57,695

Additions 5,041 274 11,732 – 17,047

Disposals 3,331 443 3,552 – 7,326

Reclassifications – – – – –

Transfers from subsidiaries – – – – –

December 31, 2015 105,541 4,597 87,128 – 197,267

Net carrying value December 31, 2015 72,035 906 32,341 60,728 166,008Net carrying value December 31, 2014 38,851 393 8,153 26,880 74,276

1 “Additions from merger” relate to historical costs as well as accumulated depreciation from former subsidiary dräger Medical Gmbh, which was merged with drägerwerk AG & Co. kGaA at January 1, 2015 pursuant to the merger agreement.

2 The additions include carrying amounts taken over from the absorption of hAMUS Grundstücks-Vermietungsgesellschaft mbh & Co. Objekt Lübeck kG with drägerwerk AG & Co. kGaA.

Property, plant and equipment in the fiscal year primarily included additions from the merger with Dräger Medical GmbH (EUR 32.5 million). This mainly relates to plant, fac-tory and office equipment (EUR 16.7 million) as well as prepayments and assets under construction (EUR 12 million). Investments in property, plant and equipment amount-ed to EUR 76 million in the fiscal year. Of this amount, EUR 6.7 million related to land and buildings from the absorption of HAMUS, EUR 9.6 million to the construction and redevelopment of buildings and EUR 14.3 million to the replacement of tools and factory equipment. Prepayments and assets under construction of EUR 45.4 million are primarily associated with the construction of the “factory of the future”.

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FINANCIAL ASSETS

FINANCIAL ASSETS

in € thousand

Shares in Group

companies

Loans to Group companies

Shareholdings Other loans

As of 2015

CostJanuary 1, 2015 859,076 13,818 135 – 873,028

Additions from merger * 261,877 11,948 10 363 274,198Additions 59,449 1,306 – 413 61,168

Disposals 594,328 2,293 – 60 596,684

Reclassifications –

December 31, 2015 586,074 24,779 145 716 611,714

Accumulated depreciationJanuary 1, 2015 2,632 412 26 – 3,073

Additions from merger * – 1,534 – 24 1,558Additions 232 47 – – 279

Disposals – – – 3 6

Reclassifications –

December 31, 2015 2,864 1,993 26 21 4,904

Net carrying value December 31, 2015 583,210 22,786 119 695 606,810Net carrying value December 31, 2014 856,443 13,406 109 0 869,959

* “Additions from merger” relate to historical costs as well as accumulated depreciation from former subsidiary dräger Medical Gmbh, which was merged with drägerwerk AG & Co. kGaA at January 1, 2015 pursuant to the merger agreement.

In fiscal year 2015, Drägerwerk AG & Co. KGaA paid EUR 1.8 million to perform a capital increase at its Indian subsidiary, Draeger India Private Ltd., Mumbai.

The EUR 59.4 million, the additions to shares in Group companies, relate to the con-tribution made to the capital reserves of Dräger Holding International GmbH, Lübeck, which used this amount to finance the purchase price for GasSecure AS, Oslo.

The additions to loans to Group companies are mainly the result of long-term tenant loans in two rental companies, MOLVINA KG, Lübeck and DRENITA KG, Düsseldorf, in connection with real estate leases relating to an office, development building and a pro-duction building.

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INVENTORIES

Inventories are composed as follows:

INVENTORIES

in € thousand 2015 2014

Raw materials, consumables and supplies 68,810 –

Work in progress 9,772 –

Finished goods and merchandise 57,440 –

Prepayments received –3,072 –

Inventories 132,950 –

The inventories are the result of the merger with Dräger Medical GmbH effective Janu-ary 1, 2015 and the resulting expansion in Drägerwerk AG & Co. KGaA’s business activities.

RECEIVAbLES AND OThER ASSETS

RECEIVAbLES AND OThER ASSETS


Trade receivables 59,358 212

All other receivables and other assetsReceivables from Group companies 455,943 159,444

thereof trade receivables (218,818) (–)

Other assets 17,174 20,835

thereof due in more than one year (1,267) (581)

473,117 180,279

Receivables and other assets 532,475 180,491

Receivables from Group companies also comprise of cash management.Other assets include claims arising from reinsurance funds, credit balances with sup-

pliers, tax receivables (which stem from income tax and VAT), receivables from employees as well as miscellaneous non-trade receivables.

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16 NOTES TO ThE bALANCE ShEET16

PREPAID EXPENSES

These exclusively comprise transitory items.

DEFERRED TAX ASSETS

In total, Drägerwerk AG & Co. KGaA, in its role as parent company, expected future tax relief of EUR 57,751 thousand (2014: EUR 36,729 thousand) from temporary differences and from tax loss carryforwards as of December 31, 2015. Deferred taxes are determined on the basis of a 31.5 percent income tax rate (2014: 30.92 percent). Income taxes include corporate income tax and the corresponding solidarity surcharge as well as trade tax. The increase in deferred taxes was primarily due to the change in temporary differences in current assets and provisions.

DEFERRED TAX ASSETS / LIAbILITIES

Deferred tax assets Deferred tax liabilities

in € thousand 2015 2014 2015 2014

Non-current assets 5,951 7,659 3,457 3,442

Current assets 8,336 6,754 2,031 10,274

Prepaid expenses 69 49 – –

Provisions 41,667 25,376 – –

Liabilities 134 9 – –

Tax loss and interest carryforwards 7,083 10,598 – –

Gross amount 63,240 50,445 5,488 13,716Netting –5,488 –13,716 –5,488 –13,716

Carrying amount 57,751 36,729 0 0

The Company made use of the option in accordance with Sec. 274 (1) Sentence 2 HGB to recognize deferred tax assets for the surplus.

EXCESS OF PLAN ASSETS OVER PENSION LIAbILITy

Plan assets were offset against the underlying obligations from the new pension plan in accordance with Sec. 246 (2) Sentence 2 HGB. If the fair value of plan assets exceeds the amount of pension obligations, the difference is recognized in “Excess of plan assets over pension liability”.

The fair value of plan assets stated in the table below was derived from the stock exchange price of the plan assets at the balance sheet date, if these pertained to fund shares.

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EXCESS OF PLAN ASSETS OVER PENSION LIAbILITy


Fair value of plan assets 53,137 17,730

Pension obligations under the 2005 pension plan –48,862 –13,773

Excess of plan assets over pension liability 4,275 3,957

Cost of plan assets 46,074 15,461

The plan assets are shares in a restricted fund set up exclusively for Dräger (WKN – secu-rities identification number – A0HG1B) and a settlement account. They are managed by AllianzGI-Fonds as a trustee for Drägerwerk AG & Co. KGaA and their access is restricted for other creditors.

The fund and the settlement account serve to safeguard pension obligations made under the new pension plan and are subject to special restraints on disposal.

CAPITAL STOCK

The subscribed capital of Drägerwerk AG & Co. KGaA amounts to EUR 45,465,600 (2014: EUR 44,185,600).

Capital stock is divided into 10,160,000 no-par bearer shares and 7,600,000 (2014: 7,100,000) no-par preferred shares. Drägerwerk Verwaltungs AG, the general part-ner, holds no shares in capital.

The annual shareholders’ meeting on May 7, 2010, resolved to conditionally increase the Company’s capital stock up to EUR 3,200,000 by issuing up to 1,250,000 new no-par preferred bearer shares (no-par shares) in return for cash and/or contributions in kind (conditional capital). The conditional capital was used for issuing the option rights to Siemens AG, Munich. On August 30, 2010, Dräger issued warrant bonds to the total nomi-nal amount of EUR 1.25 million to Siemens AG, Munich. The option rights entitle their holders to acquire a total of 1.25 million preferred shares. The options rights expired on April 30, 2015 and are divided into 25 individual options, entitling holders to acquire 50,000 preferred shares each. They have a total term of five years.

The following option rights were exercised in fiscal year 2015.

EXERCISING OPTION RIGhTS

Exercise date Number Exercise price (EUR) Total value (EUR thousand)

April 20155 option rights

= 250,000 preferred shares 63.43 15,858

May 20155 option rights

= 250,000 preferred shares 62.79 15,698

31,556

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18 NOTES TO ThE bALANCE ShEET18

Capital stock increased by EUR 1,280 following the exercising of ten options of 50,000 preferred shares each in 2015 (500,000 preferred shares) and purchases from conditional capital. As of December 31, 2015, no conditional capital resulted from the exercising of option rights.

In accordance with the resolution agreed upon at the annual shareholders’ meeting on May 6, 2011, the general partner is entitled to increase the Company’s capital until May 5, 2016, with the approval of the Supervisory Board, by up to EUR 21,132,800 (approved capi-tal) by issuing new bearer common shares and/or preferred shares (no-par value shares) in return for cash and/or contributions in kind, in either one or several tranches.

The authorization includes the approval to issue new common shares and/or preferred shares, which carry the same status as the previously issued preferred shares with regard to the distribution of profits and/or Company assets. The statutory maximum capital as stipulated in Sec. 139 (2) AktG is to be taken into account: No more than half of the capi-tal stock may be issued as preferred shares. Shareholders must be given a subscription right that can be excluded, with the approval of the Supervisory Board, under certain conditions. In the case of common and preferred shares being issued together, the right of holders of one share type to subscribe to the other type of shares (“crossed exclusion of subscription rights”) can be excluded.

By resolution of the annual shareholders’ meeting on May 4, 2012, the general partner was authorized to acquire until May 3, 2017, up to 10 percent in own shares of both types (common and/or preferred shares) of the Company’s capital stock as of the date of reso-lution or – if this value is lower – as of the date on which the authorization is exercised. Together with all other shares held by the Company or attributable to it according to Secs. 71 a et seq. AktG, shares purchased under this provision may at no time equal more than 10 percent of capital stock. The authorization may not be used for the purpose of trading in treasury shares.

All shares have been fully paid in. As before, the preferred shares are traded on the capi-tal market. The new common shares were first admitted to the regulated market (Prime Standard) on July 2, 2010.

Other than voting rights, the preferred shares have the same rights as those attached to the common shares. As compensation for the lack of voting rights, an advance dividend of EUR 0.13 per preferred share is distributed from net earnings.

If sufficient profits are available, a dividend of EUR 0.13 per common share is then paid. Any profit in excess of this amount, if distributed, is allocated so that preferred shares receive EUR 0.06 more than common shares.

If the profit is not sufficient to distribute the advance dividend for preferred shares in one or more years, the amounts are paid from the profit of subsequent fiscal years before a dividend is paid on common shares.

If amounts in arrears are not paid in the next year along with the full preferred divi-dend for that year, the preferred shareholders have voting rights until the arrears have been paid.

In the event of liquidation, the preferred shareholders receive 25 percent of net liqui-dation proceeds in advance. The remaining liquidation proceeds are distributed evenly among all shares.


CAPITAL RESERVE

RESERVES RETAINED FROM EARNINGS INCL. GROUP RESULT

Drägerwerk AG & Co. KGaA’s capital reserves originated from the share premiums from Amount in € thousand

The Company’s establishment (transformation) 2,556

The increases in capital stock of

March 1979 5,726

June 1981 7,016

July 1991 23,569

38,867

Dividend waiver by Stefan Dräger in 2009 582Increase of capital reserves in 2010 by issuing 3,810,000 new common shares 95,277

Replacement of variable option component with equity instrument 26,540

Exercise of four options of 50,000 shares each in 2013 12,190

Exercise of eleven options of 50,000 shares each in 2014 33,487

Exercise of ten options of 50,000 shares each in 2015 30,275

Capital reserves as of Dec. 31, 2015 237,217

The capital reserve increased by EUR 30.3 million year over year and was due to the exercis-ing of ten options of 50,000 shares each (see Note 14).

RETAINED EARNINGS

Retained earnings remained unchanged in fiscal year 2015. Retained earnings of EUR 199,191 thousand reported as of December 31, 2015 (2014: EUR 199,191 thousand) relate to transfers from prior years.

DEVELOPMENT OF NET EARNINGS

DEVELOPMENT OF NET EARNINGS

Amount in € thousand

Net earnings on December 31, 2014 459,122

EUR 1.33 cash dividend for 10,160,000 common shares 13,513

EUR 1.39 cash dividend for 7,100,000 preferred shares 9,869

Profits brought forward from prior year 2015 435,740

Net loss for the year 2015 –69,764

Net earnings on December 31, 2015 365,976

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DISCLOSURES ON AMOUNTS RESTRICTED FROM DISTRIbUTION IN ACCORDANCE wITh

SEC. 268 (8) hGb

As of December 31, 2015, the amount restricted from distribution in accordance with Sec. 268 (8) HGB amounted to EUR 64,814 thousand (2014: EUR 38,998 thousand).

DISCLOSURES ON AMOUNTS RESTRICTED FROM DISTRIbUTION IN ACCORDANCE wITh SEC. 268 (8) hGb

Restricted amount

in € thousand Dec. 31, 2015 Deferred taxes Dec. 31, 2015 Dec. 31, 2014

Fair value of plan assets exceeding cost 7,063 –2,225 4,838 1,568

Balance of deferred taxes 59,976 59,976 37,431

Total amount restricted from distribution in accordance with Sec. 268 (8) hGb 7,063 57,751 64,814 38,998

Equity interests available to cover amounts 565,749 658,894

Freely available equity interests 500,935 619,896

The measurement of the special fund assets of the new pension plan is carried out in accordance with Sec. 253 (1) Sentence 4 HGB at fair value. This amounted to EUR 53,136 thousand as of December 31, 2015 (2014: EUR 17,730 thousand) and is therefore EUR 7,063 thousand higher than the acquisition costs of EUR 46,074 thousand (2014: EUR 15,461 thousand). The increase in plan assets in 2015 is mainly due to the merger with Dräger Medical GmbH.

The amount in excess of the acquisition costs was offset by freely available retained earnings of EUR 199,191 thousand (2014: EUR 199,191 thousand), free capital reserves of EUR 582 thousand (2014: EUR 582 thousand) as well as net earnings of EUR 365,976 thou-sand (2014: EUR 459,122 thousand).

PARTICIPATION CAPITAL

Participation capital from the participation certificates issued and floated up to June 30, 1991 forms part of securities series A and is recognized as debt. Participation capital created after June 30, 1991 covering securities series K is also stated as debt.

PARTICIPATION CAPITAL CONDITIONS

Termination rightof Drägerwerk

AG & Co. KGaA

Termination rightof participation

certificate holders

Lossshare

Minimumyield

Dividend for participation certificates

in €

Series A yes no no 1.30 Dividend on preferred share × 10

Series K yes yes no 1.30 Dividend on preferred share × 10

Series D yes yes yes – Dividend on preferred share × 10

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Please refer to the explanations in Note 5.The terms and conditions underlying the series K participation certificates differ from

those for the (series A) certificates outstanding up to June 30, 1991 in that their holders may give five years’ notice of termination, however, it is not to take effect prior to Decem-ber 31, 2021; the period of termination thereafter is again five years.

Since the 1997 annual shareholders’ meeting, series D participation certificates have been floated; their terms and conditions have been amended primarily in terms of their minimum yield, loss-sharing concept for participation certificates and adequate cumula-tive, compensatory terms. The cases in which the minimum return is not paid are the same as those in which the preferred dividend is not paid. As with the subsequent pay-ment of preferred dividends, the dividend for participation certificates is paid in arrears. Series D participation certificate holders may exercise their calling right every five years with five years’ notice as of calendar year-end, however, not to take effect prior to Decem-ber 31, 2026. Series D participation certificates are stated in equity.

Since December 1, 1999, the par value of participation certificates has amounted to EUR 25.56. Drägerwerk AG & Co. KGaA does not intend to terminate the participation certificates. If the participation certificate holder exercises the calling right, the amount repayable shall equal the average mean rate of the last three months at the Hamburg Stock Exchange or a maximum of the weighted average issue price of this tranche.

The dividend for participation certificates is ten times the preferred share dividend, as the par value of the securities was originally identical, but the arithmetic par value of the preferred share has since been reduced to one tenth of the original par value.

For details, please refer to the terms and conditions of series A, K and D participation certificates.

PARTICIPATION CAPITAL

Number Par value Premium Participation capital

in € in € in €

Disclosed in debtSeries A 195,245 4,990,462.20 7,642,509.00 12,632,971.20

Series K 69,887 1,786,311.72 1,168,305.27 2,954,616.99

265,132 6,776,773.92 8,810,814.27 15,587,588.19

Disclosed in equitySeries D 566,819 14,487,893.64 14,023,388.96 28,511,282.60

As of December 31, 2015 (Series A, K and D) (No new participation certificates were issued in 2015.) 831,951 21,264,667.56 22,834,203.23 44,098,870.79


PROVISIONS

Provisions for pensions and similar obligationsThe pension obligations for fiscal year 2015 were calculated using the generally recognized projected unit credit method. In addition, the calculation also takes into account future expected wages/salary and pension increases. The underlying interest rate for compound-ing and discounting of pension obligations is based on the average market rate of the past seven fiscal years for an anticipated remaining term of 15 years determined and published by Deutsche Bundesbank. The pension obligations were calculated using an interest rate of 3.89 percent (2014: 4.55 percent).

Direct pension provisions are calculated based on the following assumptions:

ACTUARIAL ASSUMPTIONS

in € thousand

balance sheet date

Dec. 31, 2015

balance sheet date

Dec. 31, 2014

Discount rate 3.89 %* 4.55 %

Future wage and salary increases 3.00 % 3.00 %

Future pension increases 1.00–2.00 % 1.00–2.00 %

Average employee turnover 3.00 % 3.00 %

* On the basis of the interest rate published by deutsche bundesbank on October 31, 2015, forecasted interest rate (from the interest rate published by deutsche bundesbank on december 31, 2015: 3.89 percent)

Other provisions

OThER PROVISIONS


Tax provisions 10,600 8,760

Sundry provisions 103,818 31,949

Other provisions 114,418 40,710

Other provisions provide for, in particular, warranty obligations (EUR 12,745 thousand), supplier invoices not yet received (EUR 10,486 thousand) and services still to be rendered (EUR 1,973 thousand), lawsuit costs/risks (EUR 1,223 thousand) and contingent liabili-ties (EUR 19,072 thousand). Of this amount, EUR 16,390 thousand relates to the “Fit for Growth” efficiency program.

Provisions for personnel-related risks amount to EUR 43,069 thousand, mainly from the profit share to employees, accrued vacation pay, phased retirement as well as long-ser-vice awards. Phased retirement employment contracts are concluded in line with works council agreements.

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The risk of properties with long-term lease contracts standing empty, as a result of the medical division’s new building in Lübeck, has been accounted for in other provisions with EUR 5.0 million. These provisions are based on the valid lease contracts.

Provisions in the amount of EUR 3,289 thousand were set up for expected losses from the settlement of currency forwards (derivative financial instruments) in fiscal year 2015.

Non-current provisions have had to be discounted and compounded following the com-mencement of the Financial Accounting Law Modernization Act (BilMoG) on January 1, 2010. The compounding of provisions conducted in this context is reflected in the interest result.

LIAbILITIES

LIAbILITIES

2015 2014

Total thereof due Total thereof due

in € thousand

up to 1 year

within 1-5 years

in more than 5 years

up to 1 year

within 1-5 years

in more than 5 years

Participation capital series A+ K 15,588 – – 15,588 15,588 15,588

Liabilities to banks 221,848 119,241 69,771 32,836 207,492 87,659 108,138 11,696

Trade payables 80,549 80,549 – – 22,069 22,069 – –Liabilities to Group companies 107,681 107,681 – – 27,641 27,641 – –

thereof trade payables (22,022) (22,022) – – (–) (–) – –Liabilities to companies in which participating interests are held – – – – 87 87 – –

Other liabilities 12,470 10,516 1,948 7 27,615 24,501 3,108 7

thereof for taxes (5,603) – – – (1,415) – – –

thereof for social security (–) – – – (247) – – –

Liabilities 438,135 317,986 71,719 48,430 300,492 161,957 111,245 27,290

There were no liabilities secured by pledges or similar rights.

Liabilities to banks Liabilities to banks mainly comprise the repayment of two note loans in March 2015 of EUR 25 million and in April 2015 of EUR 61.5 million.

Total liabilities of EUR 96 million (2014: EUR 182.5 million) were recorded from note loans as of December 31, 2015. These have various due dates, the latest being the end of 2018.

In fiscal year 2013, Drägerwerk AG & Co. KGaA utilized a redeemable KfW loan totaling EUR 18 million. This loan is due on June 30, 2023 and was valued at EUR 15 million on December 31, 2015.

The first repayment of the redeemable KfW loans that were taken out in 2014 is due in 2016; consequently, the value of these loans as of December 31, 2015 was EUR 8.88 mil-lion.

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2424 NOTES TO ThE bALANCE ShEET | NOTES TO ThE iNCOME STATEMENT

Three additional redeemable KfW loans of a total of EUR 43.1 million were taken out in fiscal year 2015 to finance the construction of new buildings; these loans are due in June 2025.

Trade payablesThe increase in trade payables is mainly due to the effects from the merger with Dräger Medical GmbH, which resulted in Dräger Medical GmbH being added to Drägerwerk AG & Co. KGaA’s business activities.

Liabilities to Group companies Liabilities to Group companies mainly result from cash management. The increase in liabilities is primarily due to the merger with Dräger Medical GmbH.

Other liabilitiesOther liabilities mainly result from tax liabilities (EUR 5.6 million), liabilities from the distribution for participation certificates (EUR 1.6 million), liabilities from finance leases (EUR 3.0 million) and liabilities to Drägerwerk Verwaltungs AG (EUR 1.4 million).


Notes to the income statement

NET SALES

For the breakdown of net sales by business segment and geographical segment, please see the tables below.

NET SALES


breakdown by segment 880,570 –Equipment 656,936 –

Services 223,634 –

breakdown by region (markets) 880,570 –Germany 142,328 –

Rest of Europe 262,088 –

Americas 172,168 –

Asia/Pacific 252,109 –

Other (such as Africa, Australia) 51,877 –

The year-on-year change in net sales is the result of the merger with Dräger Medical GmbH effective January 1, 2015 and the resulting expansion in Drägerwerk AG & Co. KGaA’s business activities.

The subsidiaries account for a large share of Drägerwerk AG & Co. KGaA’s net sales.

OThER OPERATING INCOME

This item chiefly covers income from services rendered to Group companies and other services for which the costs are recharged. Otherwise, this item basically includes gains from foreign exchange and currency translation, income from the reversal of allowances and provisions as well as rental income.

Drägerwerk AG & Co. KGaA performs, among other things, shared services in the areas of IT, Corporate Communications, Marketing Communications, Strategic Purchasing as well as HR, Accounting and Controlling. Offsetting in fiscal year 2015 totaled EUR 116.7 million.

Income from currency translation recognized in this item come to EUR 30.3 million. Income generated from derivative financial instruments in fiscal year 2015 amounted to EUR 55.7 million.

Other operating income includes income from other periods from the reversal of provi-sions of approximately EUR 7.6 million.

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2626 NOTES TO ThE iNCOME STATEMENT

COST OF MATERIALS

COST OF MATERIALS


Cost of raw materials, consumables and supplies, and purchased goods –471,513 –

Cost of services –35,318 –

Cost of materials –506,831 –

The cost of materials mainly result from the merger with Dräger Medical GmbH effec-tive January 1, 2015 and the resulting expansion in Drägerwerk AG & Co. KGaA’s business activities.

PERSONNEL EXPENSES/hEADCOUNT

PERSONNEL EXPENSES/hEADCOUNT


Salaries –210,496 –66,685Social security, pension expenses and related employee benefits –50,217 –16,052

thereof pension expenses (–17,683) (–6,478)

Personnel expenses –260,713 –82,737

headcount (average) 2,834 847Production 764 –

Other 2,070 847

headcount as of the balance sheet date 2,876 857Production 779 –

Other 2,097 857

“Production” covers manufacturing, service and exterior fitting.

Personnel expenses are up year over year mainly due to the increase in the headcount and pay raises, including raises in accordance with wage agreements in the metal and electri-cal industries in Germany. The Dräger headcount rose primarily due to the merger with Dräger Medical GmbH and the accompanying takeover of its employees.

Pension expenses rose considerably due to the reduction in the interest rate from 4.55 percent in 2014 to 3.89 percent in 2015.

Effects from the change in interest rates in the calculation of pension provisions are shown in the personnel expenses. For this reason, the change in the fair value of plan assets is shown in personnel expenses.

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Pension plans were offered to the members of the Executive Board of Drägerwerk Verwal-tungs AG by Drägerwerk AG & Co. KGaA, with the related expenses and liabilities being recognized as personnel expenses at Drägerwerk AG & Co. KGaA.

DEPRECIATION/AMORTIZATION

DEPRECIATION/AMORTIZATION


Amortization of intangible assets and depreciation of property, plant and equipment –26,503 –16,536

Depreciation/amortization –26,503 –16,536

Depreciation/amortization is up considerably year over year, mainly due to the merger with Dräger Medical GmbH and the associated transfer of assets. Depreciation/amortiza-tion charged in prior years for tax purposes pursuant with Secs. 254, 280 (2) HGB (old version) improved net profit for fiscal year 2015 by EUR 317.0 thousand (2014: EUR 328.9 thousand).

OThER OPERATING EXPENSES

These primarily include administrative expenses, such as rent and lease expenses, insur-ance premiums, contributions, fees and public levies, travel expenses, additions to provi-sions, services performed on behalf of Group companies, as well as losses from the dis-posal of non-current assets.

This item also includes expenses from currency translation of EUR 24.5 million (2014: EUR 9.8 million), as well as expenses from derivative financial instruments of EUR 64.9 million (2014: EUR 6.9 million).

INCOME FROM OThER INVESTMENTS

INCOME FROM OThER INVESTMENTS


Income from investments 2,656 617

thereof from Group companies (2,554) (367)

INCOME FROM PROFIT AND LOSS TRANSFER AGREEMENTS

The profit transferred by Dräger Safety AG & Co. KGaA in fiscal year 2015 was down EUR 24.8 million compared to prior year. Intra-group tax allocations will not be levied from 2015 onwards.

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27

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29

2828 NOTES TO ThE iNCOME STATEMENT

The merger of Dräger Medical GmbH with Drägerwerk AG & Co. KGaA effective January 1, 2015 induces that income and expenses from profit and loss transfer agreements are down significantly year over year as Dräger Medical GmbH did not transfer any profits or losses in the reporting year; as a result, the figures cannot be compared to the prior year.

INTEREST RESULT

INTEREST RESULT


Other interest and similar income 4,828 2,379

thereof from Group companies (3,132) (1,885)

Interest and similar expenses –10,646 –15,619

thereof to Group companies (–275) (–375)

thereof from compounding of non-current provisions (–1,005) (–435)

thereof from distribution for series A and K participation certificates (–504) (–3,685)

Interest expense from pension provisions –6,818 –4,353

Income from plan assets 1,105 330

Net amount –5,713 –4,023

Interest result –11,531 –17,264

Interest expense from pension obligations is offset against the original income from plan assets in accordance with Sec. 246 (2) Sentence 2 HGB. In fiscal year 2015, interest income from plan assets amounted to EUR 1,105 thousand, and interest expense from pen-sion obligations amounted to EUR 6,818 thousand resulting in a net amount of EUR 5,713 thousand in 2015.

Effects from the change in interest rates in the calculation of pension provisions and the change in the fair value of plan assets are recognized in personnel expense or other operating expenses.

Interest income from Group companies amounted to EUR 3,132 thousand. The year-over-year increase is mainly due to the merger with Dräger Medical GmbH.

The year-over-year decline in interest expense is the result of note loans redeemed in March and April 2015 as well as the low dividend for participation certificates.

EXTRAORDINARy EXPENSES

Extraordinary expenses of EUR 64.7 million are recognized in fiscal year 2015. These expenses relate to the loss from the merger with Dräger Medical GmbH, consequently, the difference is between the net assets of Dräger Medical GmbH and the carrying amount of the shares in Dräger Medical GmbH as of December 31, 2014; extraordinary expenses also relate to the loss resulting from the absorption of HAMUS.

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INCOME TAXES

Income taxes comprise current corporate income tax, the corresponding solidarity surcharge and trade tax as well as the change in deferred taxes for the fiscal unit of Drägerwerk AG & Co. KGaA.

In fiscal year 2015, Drägerwerk AG & Co. KGaA, in its role as parent company, recognized deferred tax income of EUR 21,022 thousand from temporary differences and from tax loss carryforwards (2014: deferred tax expense of EUR 11,913 thousand). Deferred taxes are determined on the basis of a 31.5 percent income tax rate (2014: 30.92 percent). Income taxes include corporate income tax and the corresponding solidarity surcharge as well as trade tax.

INCOME TAXES


Current taxes –2,115 6,882

Deferred tax income/expense from temporary differences 24,537 –5,755

Deferred tax expense from loss and interest carryforwards –3,515 –6,158

Deferred tax income/expense 21,022 –11,913

Income taxes 18,907 –5,031

DISTRIbUTION FOR PARTICIPATION CAPITAL

The distribution for series D participation certificates is shown in a separate line, “Distri-bution for participation capital”, in the income statement, after taxes and before net loss/profit. The dividends for series A and K participation certificates are recognized in the interest result. Therefore, the participation capital dividend is determined above the line and thus reduces net profit (or increases net loss). The claim to annual dividends under the terms of Sec. 2 (1) of the terms and conditions of the participation certificates corre-sponds to ten times the cash dividend for the Company’s preferred shares, hence EUR 1.90 per participation certificate.

DERIVATIVE FINANCIAL INSTRUMENTS

To hedge against currency and interest rate risks, derivatives are used, predominantly currency forwards and interest rate swaps. Such contracts are only transacted with com-mercial banks with high credit rating standing and confined to finance transactions. The volume of currency forwards substantially includes exchange rate hedges for operations-related underlying transactions and intercompany loans. Fair values are determined on the basis of a mark to market calculation as of the reporting date.

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3030 NOTES TO ThE iNCOME STATEMENT | OThEr diSCLOSUrES

DERIVATIVE FINANCIAL INSTRUMENTS

in € thousand Nominal amount Term in years Fair value Carrying value

Currency forwards 247,792 until 1 –1,349 –2,906

Currency forwards 6,732 1–5 – –383

Interest rate swap 1 13,600 from 5 –3,213 –3,213

1 Liabilities in the form of a variable interest component from the lease payment for construction financing

Currency forwards Currency forwards are entered into in various currencies, such as USD, MXN, CHF.

Provisions for contingent losses were recognized for unrealized losses from currency forwards (EUR 3,289 thousand).

Unrealized losses and gains from the calculation breakdown as follows:

UNREALIZED GAINS AND LOSSES FROM ThE CALCULATION


Losses from the hedging ofForeign currency trade receivables 1,726 –

Foreign currency loans/cash pooling 1,562 2,294

3,289 2,294

Gains from the hedging ofForeign currency trade receivables 991 –

Foreign currency loans/cash pooling 949 56

1,940 56

Interest rate hedges An interest rate hedge in the form of a swap was concluded to hedge the interest portion of the lease payment for the new building (hedging item); this hedge suitably offsets the interest portion. As a result, a micro-valuation unit exists.

The prospective test as of December 31, 2015, indicates that the key parameters of the hedging item and the hedge that are relevant to the valuation – term, benchmark interest rate, calculation of interest rates, repayment and nominal amount – tally. Consequently, the valuation unit is classified as highly effective over the entire hedging period.

It is expected that the changes in the value of the hedging item and the hedging instru-ment will therefore be fully offset over the next eight years. The net hedge presentation method is used to present the offsetting change in value resulting from the valuation unit.

The risks hedged by the micro-valuation unit amount to EUR 3.2 million; this is the amount of the negative changes in value and cash flows that had been avoided as of the balance sheet date.


Other disclosures

CONTINGENT LIAbILITIES AND OThER FINANCIAL ObLIGATIONS

CONTINGENT LIAbILITIES


Contingent liabilities under warranty/indemnity contracts 131,996 116,463

Loan amounts actually drawn 30,560 31,155

Warrenties of approximately EUR 121,080 thousand (2014: EUR 108,734 thousand) were issued for Group companies. The Company also issued comfort letters for subsidiaries.

The financial situation of the Group companies ensures that they will meet their obli-gations. There is therefore no risk of these guarantees being called upon.

OThER FINANCIAL ObLIGATIONS

Consignment warehousing agreementsAs of the balance sheet date, Drägerwerk AG & Co. KGaA states activities related to con-signment warehousing agreements on the balance sheet. These are reported both under inventories as well as trade payables EUR 11.5 million (2014: EUR 0.0 million). The con-signment stock refers to the goods stored at Drägerwerk AG & Co. KGaA; until such time as the stock is reported as having been withdrawn in the legal sense, this stock remains the property of the supplier. This provides a number of benefits: On the one hand, this offers the highest level of security and, on the other hand, reduces capital commitments as suppliers will only invoice the Company once the stock has been withdrawn from the warehouse.

Specific contractual arrangements with these suppliers mean that both the economic benefits and the economic risks lie with Drägerwerk AG & Co. KGaA. This means that the amounts reported on the balance sheet under both inventories and liabilities are the same.

Rental and lease agreements As of the balance sheet date, other financial obligations from long-term rental and lease agreements come to approximately EUR 129.6 million, of which approximately EUR 49.5 million are to Group companies. The annual charge comes to approximately EUR 10.8 million, of which EUR 4.2 million are to Group companies.

Other financial obligations mainly relate to the real estate lease agreement with MOLVINA Vermietungsgesellschaft mbH & Co. Objekt Finkenstraße KG concerning the new office and development building and the real estate lease agreement with DRENITA Grundstücksvermietungsgesellschaft mbH & Co. Objekt Fertigung Dräger Medizintech-nik KG concerning the new production and logistics building on Revalstraße, Lübeck.

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3232 OThEr diSCLOSUrES | rEMUNErATiON rEPOrT

Purchase obligations In line with the usual requirements, Drägerwerk AG & Co. KGaA has also entered into purchase obligations with other service providers in order to guarantee the availability of IT services.

Due to the centralization of IT activities at Drägerwerk AG & Co. KGaA, the Company has assumed all existing long-term obligations to IT service providers of the medical and safety divisions.

Other As a result of outstanding orders, the Group has obligations to purchase intangible assets of EUR 118 thousand (2014: EUR 16 thousand) and to purchase property, plant and equip-ment of EUR 15.6 million (2014: EUR 9.6 million) as of December 31, 2015. The order obligations are mainly due to building conversions and constructions.

As of December 31, 2015, Drägerwerk AG & Co. KGaA is not obligated to make any capi-tal payments on interests held.

At present, no significant opportunities and risks arise from the investments in the special purpose entities

– OPTIO Grundstück-Verwaltungsgesellschaft mbH & Co. KG– Dräger Grundstückverwaltungs GmbH– MOLVINA Vermietungsgesellschaft mbH & Co. Objekt Finkenstraße KG– Fimmus Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Lübeck KG– DRENITA Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Fertigung Dräger

Medizintechnik KG– FUNDUS Grundstücksverwaltungs-GmbH & Co. KG

LEGAL RISKS

Drägerwerk AG & Co. KGaA is involved in certain legal disputes and claims arising in the ordinary course of business. The Executive Board believes that the outcome of such litiga-tion and claims will not have any material adverse effect on the Company’s net assets, financial position or results of operations.

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Remuneration report

EXECUTIVE bOARD REMUNERATION

Total remuneration for Executive Board members amount to EUR 3,718,431 in fiscal year 2015 (2014: EUR 2,742,455). This amount is made up of non-performance-related pay-ments of EUR 1,934,760 (2014: EUR 1,891,104) and performance-related short-term pay-ments of EUR 1,780,853 (2013: EUR 851,351) as well as share-based remuneration with long-term incentives in the amount of EUR 2,818 (2014: EUR 0).

In fiscal year 2014, the Supervisory Board resolved that the bonus reserve for members of the Executive Board – as a long-term, performance-related component – will be termi-nated. There was no compensation for, carrying forward of or distribution from the bonus reserve for members of the Executive Board.

If Executive Board remuneration is paid by Drägerwerk Verwaltungs AG, pursuant to Sec. 11 (1) and (3) of the articles of association of Drägerwerk AG & Co. KGaA, it is entitled to claim monthly reimbursement from Drägerwerk AG & Co. KGaA. Pursuant to Sec. 11 (4) of the Company’s articles of association, the general partner receives a fee, independent of profit and loss, of 6 percent of the equity disclosed in its financial statements, payable one week after the general partner prepares its financial statements, for the management of the Company and the assumption of personal liability. For fiscal year 2015, this remu-neration amounts to EUR 86,762 (2014: EUR 83,498) plus potentially incurred VAT.

Obligations to Executive Board members under pension plans are stated in the finan-cial statements 2015 at EUR 3,401,416 (2014: EUR 2,499,255).

In fiscal year 2015, the Company made pension provision contributions of EUR 902,161 for members of the Executive Board (2014: EUR 597,924).

PENSION ObLIGATIONS FOR ACTIVE EXECUTIVE bOARD MEMbERS

Allocation Obligation Allocation Obligation

2015 Dec. 31, 2015 2014 Dec. 31, 2014

Dräger, Stefan 563,201 2,171,203 375,883 1,608,002

Lescow, Gert-Hartwig 195,733 583,918 116,383 388,185

Schrofner, Anton 69,906 315,204 41,951 245,298

Fehrecke, Dr. Herbert 62,450 320,220 63,707 257,770

Klug, Rainer 8,340 8,340 – –

Piske, Dr. Reiner 2,531 2,531 – –

Executive board members in total 902,161 3,401,416 597,924 2,499,255

EUR 3,144,050 was paid to former members of the Executive Board and their surviv-ing dependents (2014: EUR 3,304,846). Pension commitments to former members of the Executive Board and their surviving dependents amounted to EUR 38,700,990 (2014: EUR 38,532,722).

If an Executive Board member dies during his or her active service on the Board, the surviving spouse is entitled to the Dräger widow’s and widower’s pension and any remain-ing children have claim to the Dräger orphan’s pension. The annual Dräger widow’s and

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3434 rEMUNErATiON rEPOrT

widower’s pension amounts to 55 percent of the Dräger pension received by or which would have been received by the deceased executive if said executive would have been unable to work when they died (notional invalidity pension). The amount of Dräger orphan’s pension is 10 percent of the notional reduction in earning capacity pension or the current Dräger pension of the deceased Executive Board member.

SUPERVISORy bOARD REMUNERATION

The annual shareholders’ meeting of Drägerwerk AG & Co. KGaA has defined Supervisory Board remuneration in the articles of association since fiscal year 2011. Supervisory Board remuneration for fiscal year 2015 comes to EUR 350,000 (2014: EUR 527,480).

In fiscal year 2015, the total remuneration of the six members of the Supervisory Board of the general partner, Drägerwerk Verwaltungs AG, amounted to EUR 135,000 thousand (EUR 2014: EUR 135,000) as well as additional flat fees for out-of-pocket expenses totaling EUR 55,000 (2014: EUR 55,000). No remuneration was paid to Supervisory Board mem-bers of Group companies.

Further information on the itemized remuneration of the Executive Board and the Supervisory Board can be found in the combined management report of the Annual Report 2015.

DIRECTORS’ DEALINGS

In fiscal year 2015, the Company was informed about the following business transactions with executive employees pursuant to Sec. 15a WpHG (Wertpapierhandelsgesetz – Ger-man Securities Trading Act).

DIRECTORS’ DEALINGS

Date Name ISIN Units Type Price Volume

7/17/2015 Prof. Dr. Thorsten Grenz DE0005550602 St. 300 Acquisition 90.00 EUR 27,000.00 EUR

10/14/2015 Prof. Dr. Thorsten Grenz DE0005550602 St. 300 Acquisition 61.26 EUR 18,378.00 EUR

Announcements of transactions with executive employees pursuant to Sec. 15a WpHG are published at www.dgap.de in the “Directors’ Dealings” section.

ShARES OwNED by ThE EXECUTIVE AND SUPERVISORy bOARDS

As of December 31, 2015, the members of the Executive Board of Drägerwerk Verwaltungs AG and their related parties directly held 6,144 preferred shares in Drägerwerk AG & Co. KGaA, equivalent to less than 0.04 percent of the Company’s total shares, and 114,605 com-mon shares, corresponding to 0.65 percent of the Company’s total shares.

Dr. Heinrich Dräger GmbH held 67.19 percent of common shares of Drägerwerk AG & Co. KGaA with 68.31 percent attributable to the Chairman of the Executive Board, Stefan Dräger, whereby 67.19 percent are attributable to him in accordance with the terms of Sec. 22 (1) Sentence 1 No. 1 WpHG.

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On December 31, 2015, the members of the Supervisory Board and their related parties directly or indirectly held a total of 916 preferred shares, equivalent to less than 0.01 per-cent of the Company’s total shares and no common shares (directly or indirectly).

RELATED PARTy AND COMPANy TRANSACTIONS

Services were rendered for Stefan Dräger and companies and persons related to him, the Dräger-Stiftung and the Dräger-Familienstiftung (Dräger Foundation and Dräger Family Foundation) totaling EUR 119 thousand (2014: EUR 53 thousand) in fiscal year 2015.

Receivables in this respect amounted to EUR 8 thousand as of December 31, 2015 (2014: EUR 63 thousand).

Drägerwerk AG & Co. KGaA rendered rental services and other services totaling EUR 100 thousand (2014: EUR 99 thousand) for associate MAPRA Assekuranzkontor GmbH in fiscal year 2015.

This did not result in any receivables and liabilities as of December 31, 2015. Claudia Dräger, Stefan Dräger’s wife, has an employment contract with Drägerwerk

AG & Co. KGaA, which was concluded at arm’s length terms and conditions.The remuneration of the employee representatives on the Supervisory Board for work

performed in addition to the Supervisory Board activities was also concluded at arm’s length terms and conditions. Overall, remuneration is of immaterial importance for the Dräger Group.

Dräger Verwaltungs AG is the general partner of Drägerwerk AG & Co. KGaA and holds 0 percent of the capital. Only a few transactions are conducted with the general partner, as it only exercises administrative functions.

The general partner is entitled to compensation for all expenses incurred in associa-tion with the management of Drägerwerk AG & Co. KGaA, including the contractually agreed remuneration for its executive bodies. These expenses comprise the remuneration of the Executive Board, the remuneration of its Supervisory Board, liability remuneration, as well as other expenses.

Liabilities to Drägerwerk Verwaltungs AG amount to EUR 3.0 million as of Decem-ber 31, 2015 (2014: EUR 1.6 million).

All transactions with related parties were conducted at arm’s length terms and condi-tions.

AUDITOR’S FEE

The auditor’s fee is not stated. The Company is included in the group financial statements of Drägerwerk AG & Co. KGaA and the fee is detailed under Note 54 of the notes to the Group financial statements.

41

42

3636 MAJOr dirECT ANd iNdirECT ShArEhOLdiNGS

MAJOR DIRECT AND INDIRECT ShAREhOLDINGS OF

DRäGERwERK AG & CO. KGAA

ShARES OwNED by DRäGERwERK AG & CO. KGAA AS OF DECEMbER 31, 2015

Shareholding in % in € thousand in € thousand

Name and registered office direct indirect Equity Earnings

GermanyDräger Safety AG & Co. KGaA, Lübeck 100 151,872 0 1

Dräger Medical Deutschland GmbH, Lübeck 100 26,047 0 1

Dräger Electronics GmbH, Lübeck 100 –9,038 –110

Dräger Medizin System Technik GmbH, Lübeck 100 1,596 0

Dräger Safety Verwaltungs AG, Lübeck 100 1,120 0 1

Dräger TGM GmbH, Lübeck 100 915 8 1, 4

Dräger MSI GmbH, Hagen 100 1,747 213

Dräger Medical ANSY GmbH, Lübeck 100 2,826 0 1

Dräger Interservices GmbH, Lübeck 30 70 641 0 1

Dräger Gebäude und Service GmbH, Lübeck 100 366 0 1

Dräger Medical International GmbH, Lübeck 93.11 6.89 229,256 0 1

MAPRA Assekuranzkontor GmbH, Lübeck 49 471 415 2, 3

Fachklinik für Anästhesie und Intensivmedizin Vahrenwald GmbH, Lübeck 100 –7,673 0 1

Dräger Energie GmbH, Lübeck 100 25 0 1

FIMMUS Grundstücks-Vermietungs GmbH, Lübeck 100 30 0 1

Dräger Finance Services GmbH & Co. KG, Bad Homburg v. d. Höhe 95 490 4

OPTIO Grundstücks-Verwaltungsgesellschaft mbH & Co. KG, Lübeck 100 –738 88FIMMUS Grundstücks-Vermietungs Gesellschaft mbH & Co. Objekt Lübeck KG, Lübeck 100 53 5MOLVINA Vermietungsgesellschaft mbH & Co. Objekt Finkenstraße KG, Düsseldorf 100 –250 243DRENITA Grundstücks-Vermietungsgesellschaft mbH & Co.Objekt Fertigung Dräger Medizintechnik KG, Düsseldorf 100 –21 2

Dräger Grundstücksverwaltungs GmbH, Lübeck 100 31 2

Dräger Holding International GmbH, Lübeck 100 59,471 0 1

FUNDUS Grundstücksverwaltungs-GmbH& Co. KG, Lübeck 100 4,234 133

Europebelgium Dräger Medical Belgium NV, Wemmel 100 10,520 1,746

Dräger Safety Belgium NV, Wemmel 100 8,852 431

bulgaria Draeger Medical Bulgaria EOOD, Sofia 100 566 65Draeger Safety Bulgaria EOOD, Sofia 100 512 156

Denmark Dräger Safety Danmark A/S, Herlev 100 1,352 400Dräger Medical Danmark A/S, Allerod 100 1,248 361

Finland Dräger Suomi Oy, Helsinki 100 1,306 491France Dräger Médical SAS, Antony 100 17,938 2,414

Draeger Safety France SAS, Strasbourg 100 11,689 816

AEC SAS, Antony 100 1,599 489

1 Profit and loss transfer agreement2 Associate as defined under Secs. 311, 312 hGb3 Prior year4 recognized value corresponds to the amount restricted from distribution

43





EuropeGreece Draeger Hellas A.E. for Products of Medical and Safety Technology, Athens 100 771 139UK Draeger Safety UK Ltd., Blyth 100 42,841 9,064

Draeger Medical UK Ltd., Hemel Hempstead 52.63 47.37 9,684 3,192

Ireland Draeger Medical Ireland Ltd., Dublin 100 281 160Italy Draeger Medical Italia S.p.A., Corsico-Milano 100 16,488 1,340

Draeger Safety Italia S.p.A., Corsico-Milano 100 3,778 922

Croatia Dräger Medical Croatia d.o.o., Zagreb 100 2,730 352Dräger Safety d.o.o., Zagreb 100 469 45

Netherlands Dräger Nederland B.V., Zoetermeer 100 20,694 5,619Norway Dräger Safety Norge AS, Oslo 100 1,641 669

Dräger Medical Norge AS, Drammen 100 1,695 3

GasSecure AS, Oslo 100 –1,615 –2,079

Austria Dräger Austria GmbH, Vienna 100 46,895 6,626Poland Dräger Polska sp. zo.o., Bydgoszcz 100 4,054 134

Dräger Safety Polska sp. zo.o., Bytom 100 1,475 118

Portugal Dräger Portugal, LDA, Lisbon 0.01 99.99 2,387 335Romania Dräger Medical Romania SRL, Bucharest 100 1,892 752

Dräger Safety Romania SRL, Bucharest 100 556 123

Russia Draeger OOO, Moscow 100 5,137 4,036Sweden Dräger Safety Sverige AB, Partille 100 1,932 757

Dräger Medical Sverige AB, Kista 100 1,663 614

ACE Protection AB, Svenljunga 100 2,885 542

Switzerland Dräger Schweiz AG, Liebefeld-Bern 100 6,237 –581Serbia Draeger Tehnika d.o.o., Beograd 100 176 7Slovakia Dräger Slovensko s.r.o., Piestany 100 1,576 171Slovenia Dräger Slovenija d.o.o., Ljubljana-Crnuce 100 995 118Spain Dräger Medical Hispania SA, Madrid 100 20,107 1,703

Dräger Safety Hispania SA, Madrid 100 5,537 1,145

Czech Republic Dräger Medical s.r.o., Prague 100 2,258 819Dräger Safety s.r.o, Prague 100 1,798 590

Dräger Chomutov s.r.o., Chomutov 100 3,146 826

Turkey Draeger Medikal Ticaret ve Servis Anonim Sirketi, Istanbul 100 4,346 760Draeger Safety Korunma Teknolojileri Limited Sirketi, Ankara 90 5,352 1,231

hungary Dräger Safety Hungaria Kft., Budapest 100 1,818 299Dräger Medical Hungary Kft., Budapest 100 726 90

AfricaMorocco Draeger Maroc SARLAU, Casablanca 100 731 178South Africa Dräger Safety South Africa (Pty.) Ltd., Bryanston 69 0 39

Dräger South Africa (Pty.) Ltd., Johannesburg 69 2,535 179

Dräger Safety Zenith (Pty.) Ltd., King William’s Town 100 757 45

3838 MAJOr dirECT ANd iNdirECT ShArEhOLdiNGS




AmericasArgentina Dräger Argentina SA, Buenos Aires 10 90 1,781 360brazil Dräger do Brasil Ltda., São Paulo 100 –2,786 –1,028

Dräger Industria e Comércio Ltda., São Paulo 99.99 0.01 10,049 –2,371

Dräger Safety do Brasil Equipamentos de Segurança Ltda., São Paulo 100 4,189 –1,131

Chile Dräger Chile Ltda., Santiago 99.99 0.01 4,098 742Dräger-Simsa S.A., Santiago 51 1,740 42

Canada Draeger Safety Canada Ltd., Mississauga/Ontario 100 4,230 185Draeger Medical Canada Inc., Richmond Hill/Ontario 100 –1,538 109

Colombia Draeger Colombia SA, Bogota D.C. 1.5 98.5 3,089 279Mexico Draeger Safety S.A. de C.V., Querétaro 100 587 –43

Dräger Medical Mexico S.A.de C.V., Mexiko D.F.D. 0.01 99.99 9,179 1,538

Panama Draeger Panama S. de R.L., Panama 0.01 99.99 897 404Draeger Panama Comercial, S. de R.L., Panama 0.01 99.99 145 –42

Peru Draeger Peru S.A.C., Piso Miraflores-Lima 0.01 99.99 1,889 –221USA Draeger Medical, Inc., Telford 100 33,603 2,597

Draeger Safety, Inc., Pittsburgh 100 16,337 –153

Draeger Safety Diagnostics, Inc., Durango 100 7,656 525

Draeger Medical Systems, Inc., Telford 100 146,338 2,555

Draeger Interservices, Inc., Pittsburgh 100 151 –126

Venezuela Draeger Medical Venezuela S.A., Caracas 100 –70 –3

Asia/AustraliaP. R. China Shanghai Dräger Medical Instrument Co., Ltd., Shanghai 100 13,247 1,997

Draeger Safety Equipment (China) Co., Ltd., Beijing 100 18,632 554

Dräger Medical Equipment (Shanghai) Co., Ltd., Shanghai 100 30,809 4,588

Draeger Hong Kong Limited, Wanchai 100 1,190 424

Draeger Medical Systems (Shanghai) Co., Ltd., Shanghai 100 10,976 22

India Draeger India Private Limited, Mumbai 100 2,679 712Draeger Safety India Pvt. Ltd., Mumbai 100 361 420

Indonesia PT Draegerindo Jaya, Jakarta 100 1,226 –1,273PT Draeger Medical Indonesia, Jakarta 5 95 8,158 5,961

Japan Draeger Medical Japan Ltd., Tokyo 100 9,414 1,581Draeger Safety Japan Ltd., Tokyo 100 1,235 48

Saudi Arabia Draeger Arabia Co. Ltd., Riyadh 25.5 25.5 28,182 6,475Singapore Draeger Safety Asia Pte Ltd, Singapore 100 5,491 606

Draeger Medical South East Asia Pte Ltd, Singapore 100 1,744 –215

South Korea Draeger Korea Co., Ltd., Seoul 100 3,655 61Taiwan Draeger Safety Taiwan Co., Ltd., Hsinchu City 100 1,389 191

Draeger Medical Taiwan Ltd., Taipei 100 1,270 212

Thailand Draeger Medical (Thailand) Ltd., Bangkok 100 2,810 906Draeger Safety (Thailand) Ltd., Bangkok 100 978 104





Asia/AustraliaVietnam Draeger Medical Vietnam Co., Ltd., Ho Chi Minh City 100 666 10Australia Draeger Safety Pacific Pty. Ltd., Notting Hill 100 7,785 933

Draeger Medical Australia Pty. Ltd., Notting Hill 100 7,561 1,974

4040 NOTES

PROPOSED DISTRIbUTION OF NET EARNINGS

Net earnings for fiscal year 2015 amount to EUR 365,975,972.86. This includes profits brought forward of EUR 435,739,964.87. Together with the Supervisory Board of Dräger-werk AG & Co. KGaA, Lübeck, Drägerwerk Verwaltungs AG, general partner of Drägerwerk AG & Co. KGaA, intends to propose to the annual shareholders’ meeting that these net earnings should be distributed as follows:

PROPOSED DISTRIbUTION OF NET EARNINGS

in €

EUR 0.13 cash dividend for 10,160,000 common shares 1,320,800

EUR 0.19 cash dividend for 7,600,000 preferred shares 1,444,000

It is further propose that the remaining net earnings for fiscal year 2015 of EUR 363,211,172.86 be carried forward to new account.

44

4242 ThE COMPANy’S bOArdS

Daniel Friedrichdistrict secretary of the metalworkers’ union iG Metall küste, ham-

burg, until September 30, 2015

1st delegate of the metalworkers’ union iG Metall, Lübeck-wismar

administrative office, Lübeck, from October 1, 2015

Supervisory board memberships:

– dräger Medical Gmbh, Lübeck (Vice-Chairman), until August 2, 2015

– dräger Safety AG & Co. kGaA, Lübeck

Prof. Dr. Thorsten GrenzManaging Partner of kiMbriA Gesellschaft fur beteiligung und

beratung mbh, berlin

Professor of Economics and Social Sciences at Christian-Albrechts

University, kiel


– Gpredictive Gmbh, hamburg (Chairman of the Advisory board),

from January 1, 2015

– drägerwerk Verwaltungs AG, Lübeck

– dräger Medical Gmbh, Lübeck, until August 2, 2015


– dräger Safety Verwaltungs AG, Lübeck

Stefan KleinOfficer of drägerwerk AG & Co. kGaA



Stefan LauerFormer Executive board member of deutsche Lufthansa AG, Frankfurt


– Lufthansa Cargo AG, Frankfurt




Memberships on comparable boards of German or

foreign companies:

– Günes Ekspres havacilik A. S. (Sun Express), Antalya

(Vice-Chairman)

– Landesbank hessen-Thüringen Girozentrale, Frankfurt, board of

directors

– People at work Systems AG, Munich, from January 1, 2015

45

The Company’s boards

SUPERVISORy bOARD OF DRäGERwERK AG & CO. KGAA

Chairman

Prof. Dr. Nikolas SchweickartLawyer, bad homburg

Chairman Executive board Altana-kulturstiftung gGmbh,

bad homburg

Chairman of the board of Trustees Städel Museum Foundation,

Frankfurt


– drägerwerk Verwaltungs AG, Lübeck (Chairman)

– dräger Medical Gmbh, Lübeck (Chairman), until August 2, 2015

– dräger Safety AG & Co. kGaA, Lübeck (Chairman)

– dräger Safety Verwaltungs AG, Lübeck (Chairman)


foreign companies:

– diehl-Stiftung & Co. kG, Nuremberg

(Chairman of the Advisory board)

– Max-Planck-innovation Gmbh, Munich (Advisory board),

until March 31, 2015

Vice-ChairmanSiegfrid KasangGroup works Council Chairman of dräger, Lübeck

dräger Lübeck works Council Chairman, Lübeck



Nike benten (from February 1, 2016)Member of dräger Lübeck works Council, Lübeck

Member of Group works Council of dräger, Lübeck



Klaus-Dieter Fettworks Council Chairman, Germany

Member of Group works Council of dräger, Lübeck


– dräger Medical deutschland Gmbh, Lübeck


Uwe LüdersChairman of the Executive board of L. Possehl & Co. mbh, Lübeck


– Lübecker hafen-Gesellschaft mbh (LhG), Lübeck, Chairman,

from May 29, 2015




Prof. Dr. Klaus RauscherFormer Chairman of the Management board of Vattenfall Europe

AG, berlin


– Vonovia SE, düsseldorf

(formerly deutsche Annington immobilien SE, düsseldorf)




– dräger Safety Verwaltungs AG, Lübeck


foreign companies:

– Stiftungsrat berliner Philharmoniker, berlin

Thomas Rickers1st delegate of the metalworkers’ union iG Metall, Lübeck-wismar

administrative office, Lübeck, until September 30, 2015

Officer for the dräger Group, the metalworker’s union iG Metall,

Lübeck-wismar administrative office, Lübeck, from October 1, 2015




Ulrike Tinnefeld (until January 31, 2016)Group works Council Vice-Chairperson of dräger, Lübeck

Member of dräger Lübeck works Council, Lübeck



(Vice-Chairperson), until January 31, 2016

Dr. Reinhard ZinkannManaging Partner of Miele & Cie. kG, Gütersloh


– Falke kGaA, Schmallenberg (Chairman)





foreign companies:

– hipp & Co, Pfaffenhofen (President of the board of directors),

from February 26, 2015

– krombacher brauerei Gmbh & Co. kG, kreuztal-krombach

(Advisory board)

– Nobilia-werke J. Stickling Gmbh & Co. kG, Verl (Advisory board)

Members of the Audit Committee:Prof. dr. Thorsten Grenz (Chairman)

Siegfrid kasang

Prof. dr. klaus rauscher

Prof. dr. Nikolas Schweickart

Ulrike Tinnefeld, until January 31, 2016

daniel Friedrich, from February 1, 2016

Members of the Nomination Committee:Prof. dr. Nikolas Schweickart (Chairman)

Uwe Lüders

dr. reinhard Zinkann

Members of the Joint Committee:representatives of drägerwerk Verwaltungs AG:

Prof. dr. Thorsten Grenz

Stefan Lauer

Uwe Lüders

Prof. dr. klaus rauscher

representatives of drägerwerk AG & Co. kGaA:

Prof. dr. Nikolas Schweickart (Chairman)

dr. reinhard Zinkann

Siegfrid kasang

Thomas rickers

4444 ThE COMPANy’S bOArdS

MEMbERS OF ThE EXECUTIVE bOARD OF DRäGERwERK

VERwALTUNGS AG ACTING FOR DRäGERwERK AG & CO. KGAA

Stefan DrägerChairman of the Executive board

Chairman of the Executive board of drägerwerk Verwaltungs AG,

Lübeck (general partner of drägerwerk AG & Co. kGaA)

Chairman of the Executive board of dräger Safety Verwaltungs AG,

Lübeck (general partner of dräger Safety AG & Co. kGaA)

Managing director of dräger Medical Gmbh, Lübeck,

until August 2, 2015


– Sparkasse zu Lübeck AG, Lübeck

Dr. herbert Fehrecke (until March 31, 2015)Executive board member for Purchasing and Quality

Vice-Chairman of the Executive board

Vice-Chairman of the Executive board of drägerwerk Verwaltungs

AG, Lübeck (general partner of drägerwerk AG & Co. kGaA),


Executive board member of dräger Safety Verwaltungs AG, Lübeck

(general partner of dräger Safety AG & Co. kGaA),


General Manager of dräger Medical Gmbh, Lübeck,



– diehl-Stiftung & Co. kG, Nuremberg (Advisory board)

– dräger Medical deutschland Gmbh, Lübeck (Chairman),


Gert-hartwig LescowChief Financial Officer and Executive board member for iT

Vice-Chairman of the Executive board, from April 1, 2015

Member of the Executive board of drägerwerk Verwaltungs AG,

Lübeck, (general partner of drägerwerk AG & Co. kGaA)


(general partner of dräger Safety AG & Co. kGaA)

General Manager of dräger Medical Gmbh, Lübeck,

until August 2, 2015


– AXA Corporate Solutions, Paris, from January 1, 2015

Anton SchrofnerExecutive board member for innovation

regional responsibility for Africa, Asia and Australia,

from January 1, 2016

Member of the Executive board of drägerwerk Verwaltungs AG,

Lübeck, (general partner of drägerwerk AG & Co. kGaA)


(general partner of dräger Safety AG & Co. kGaA)

Chairman of dräger Medical Gmbh, Lüb

single entity financial statements and combined management...

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