Appellate court upholds Fresenius SE annual general meeting resolutions on authorized capital – binding decision confirms final legal validityMarch 30, 2010
Bad Homburg v.d.H.
The resolutions on authorized capitals adopted by a large majority at Fresenius SE’s annual general meeting on May 8, 2009, are final and binding. This results from the decision delivered today by the appellate court (Oberlandesgericht) in Frankfurt am Main, Germany, with regard to a judicial clearance proceeding (Freigabeverfahren) initiated by Fresenius. An appeal to a higher court is not available. As a consequence, the authorized capitals, which are already recorded in the commercial register, are definitively available.
The judicial clearance proceeding was prompted by legal challenges filed by two individual shareholders. The court’s presiding division (Senat) upheld Fresenius SE’s argument that the company’s interest in implementing the resolutions outweighs the plaintiffs’ interest in staying such implementation. The legal challenge underlying the decision is pending with the same court. However, this forthcoming decision has now become irrelevant with respect to the authorized capital resolutions covered by the clearance proceeding.
Authorized capital is commonly used by companies to maintain financial flexibility. Fresenius has currently no plans for a capital increase.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
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