Shareholders of Fresenius Medical Care Approve Conversion of Preference Shares into Ordinary Shares and the Transformation of Legal Form into a KGaA

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 reports that its shareholders have approved the proposed transformation of the Company's legal form into a Kommanditgesellschaft auf Aktien (KGaA) and the plan for a voluntary exchange offer to convert the Company's preference shares into ordinary shares.
A large majority of Ordinary Shareholders approved both proposals at the Extraordinary General Meeting (EGM). The transformation was approved by nearly 91% of the represented ordinary share capital, and the conversion was approved by nearly 94% of the represented ordinary share capital. As a result, the required three-fourths majority of the represented ordinary share capital was achieved for both proposals.

At the Separate Meeting of Preference Shareholders, which was held immediately following the EGM, the preference share conversion proposal was approved by nearly 85% of the represented preference share capital, i.e. with the required three-fourths majority. Preference shareholders were not entitled to vote on the change of the legal form.
Ordinary and preference shareholders approved the conversion based on the pre-announced countermotion by Citadel Equity Fund Ltd., London, which was also supported by Fresenius AG. This countermotion requested a reduction of the conversion premium to € 9.75 per bearer preference share instead of the originally suggested conversion premium of € 12.25.

In addition, the Extraordinary General Meeting approved the adjustment of the existing Employee Participation Programs and agreed to a new level of Authorized Capital.

At the Extraordinary General Meeting, 72% of the ordinary share capital and 68% of the preference share capital was represented. At the Separate Meeting of Preference Shareholders 68% of the preference share capital was represented.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "This decision by our shareholders enables Fresenius Medical Care to make a major step towards enhancing the attractiveness of our shares and in providing flexibility for future growth opportunities. The conversion of preference shares into ordinary shares simplifies our share structure and, consequently, is expected to improve trading liquidity of the ordinary shares as well as advancing Fresenius Medical Care's position on the German stock index (DAX). Our new corporate and capital structure also assures consistently high standards of corporate governance and transparency. The approved initiatives will give us further financial flexibility for the benefit of all stakeholders."