July 21, 2005
Fresenius Medical Care Schedules Extraordinary General Meeting for August 30, 2005
Bad Homburg, Germany – Fresenius Medical Care AG ("the Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today announced the date for an Extraordinary General Meeting (EGM) of holders of ordinary shares to approve: (1) the proposed transformation of the Company's legal form into a Kommanditgesellschaft auf Aktien (KGaA); and (2) the proposed conversion of the Company's preference shares into ordinary shares. The EGM will be held at the Congress Center Messe Frankfurt (Germany), on Tuesday, August 30, 2005 at 10.00 a.m. A separate meeting of preference shareholders will be held at the same location immediately following completion of the EGM to approve the preference share conversion proposal.
The Company recognizes that the announcement of the proposed KGaA transformation and preference share conversion offer has increased shareholder value for both the ordinary and preference shareholders. While the Company believes that a vote of preference shareholders is not required to offer to preference shareholders the opportunity to voluntarily convert their preference shares into ordinary shares, the Company has decided, as a matter of appropriate corporate governance, to provide preference shareholders the opportunity to approve the proposed preference share conversion offer. The Company believes that approval and completion of both proposals is in the best interest of all shareholders.
For Shareholders in the United States: This announcement is not an offer to sell any securities of Fresenius Medical Care AG & Co. KGaA. Such offer may be made only by a prospectus. A registration statement relating to such securities has been declared effective by the U.S. Securities and Exchange Commission. The Company will mail the registration statement to U.S. shareholders, during the week of July 25th. This announcement is not an offer to issue ordinary shares upon conversion of preference shares. Any such offer will be made in the U.S. only by means of a separate prospectus to be distributed after our shareholder meetings.
Fresenius Medical Care AG is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,300,000 individuals worldwide. Through its network of approximately 1,630 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides Dialysis Treatment to approximately 125,900 patients around the globe. Fresenius Medical Care is also the world's leading provider of Dialysis Products such as hemodialysis machines, dialyzers and related disposable products. For more information about Fresenius Medical Care, visit the Company's website at www.fmc-ag.com.
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forward-looking statements in this release.