• Sales: € 1.79 billion, + 6 % in constant currency, + 4 % at actual rates
• EBIT: € 212 million, + 10 % in constant currency, + 8 % at actual rates
• Net income: € 46 million, + 21 % in constant currency, + 18 % at actual rates
• Strong sales and earnings growth at Fresenius Medical Care, in particular in North America and Europe
• Significant EBIT margin increase at Fresenius Kabi; return to positive sales growth in Germany accomplished
• Earnings improvement at Fresenius ProServe

Fresenius Medical Care to acquire Renal Care Group, Inc.

• Excellent strategic and geographic fit to Fresenius Medical Care's US operations
• On a combined basis more than 156,000 patients in over 2,000 dialysis clinics worldwide
• Anticipated neutral to slightly earnings accretive in 2006 and clearly accretive in 2007 and thereafter

Fresenius Medical Care to propose conversion of preference shares into ordinary shares in combination with a change of the company's legal form into a KGaA

• Strategic step that increases the financial flexibility of Fresenius Medical Care to exploit future growth opportunities
• Move toward a single share class will improve trading liquidity and the overall attractiveness of the ordinary shares
• Fresenius AG retains management control and continues to fully consolidate Fresenius Medical Care in its financial statements

First quarter 2005: Excellent start for Fresenius Group into fiscal year 2005

2005 Group outlook confirmed
Based on the excellent business performance in the first quarter, Fresenius confirms its positive 2005 full-year outlook before the impact of the Renal Care Group acquisition. Fresenius expects a constant-currency sales increase of 6 to 9 %. Net income is projected to grow by 15 to 20 % in constant currency. All business segments are expected to contribute to this increase.


Sustained sales growth
In the first quarter of 2005, group sales increased 6 % in constant currency. Organic growth contributed 4 % and acquisitions 3 % to this increase. Currency translation effects had a -2 % and disinvestments a -1 % effect on sales. At actual rates, sales were € 1,787 million, an increase of 4 % (Q1 2004: € 1,720 million).

Excellent constant-currency sales growth was achieved in North America (+8 %), in Latin America (+22 %) and in Africa (+53 %). Asia-Pacific had excellent sales growth for Fresenius Kabi offset by Fresenius ProServe's low project volume in this region compared to 2004.



Sales contribution of the three business segments:



Strong earnings growth
Fresenius achieved excellent growth rates in earnings: EBITDA rose 8 % in constant currency and 6 % at actual rates to € 284 million (Q1 2004: € 269 million). EBIT rose 10 % in constant currency and 8 % at actual rates to € 212 million (Q1 2004: € 197 million). The EBIT margin further improved to 11.9 % in the first quarter 2005 (Q1 2004: 11.5 %).

Net interest expense improved to € -47 million (Q1 2004: € -52 million) due to a lower debt level compared to the first quarter of 2004 in combination with lower interest rates and minor currency translation effects.

The tax rate for the first quarter of 2005 was 39.4 % (Q1 2004: 40.0 %), in line with the full-year expectation of 39 to 40 %.

Minority interest increased to € 54 million (Q1 2004: € 48 million). Minority share-holders in Fresenius Medical Care accounted for 96 % of minority interests.

Net income rose 21 % in constant currency and 18 % at actual rates to € 46 million (Q1 2004: € 39 million). EBIT growth at Fresenius Medical Care and Fresenius Kabi as well as lower interest expenses were key drivers for this increase.

Earnings per ordinary share were € 1.11 (Q1 2004: € 0.94). Earnings per preference share were € 1.12 (Q1 2004: € 0.95). EPS increased by 18 % for both share classes.


Investments on target
Group investments in the first quarter of 2005 were € 229 million. As expected, this was a significant increase from the same period of the previous year (Q1 2004: € 89 million). € 48 million was spent for property, plant and equipment and intangible as-sets (Q1 2004: € 48 million) and € 181 million for acquisitions (Q1 2004: € 41 million).


Solid cash flow performance
Operating cash flow decreased 8 % to € 168 million (Q1 2004: € 182 million) despite the excellent quarterly earnings. This was mainly due to higher income tax payments of Fresenius Medical Care in North America. Free cash flow before acquisitions was € 126 million (Q1 2005: € 136 million). Free cash flow after acquisitions and dividends was € -9 million (Q1 2004: € 98 million).


Solid balance sheet structure
Total assets increased 5 % to € 8,625 million (December 31, 2004: € 8,188 million). In constant currency, total assets grew by 3 %. Current assets increased 7 % to € 2,939 million, mainly due to acquisitions (December 31, 2004: € 2,755 million). In constant currency current assets rose 5 %.

Group debt rose 3 % to € 2,813 million as of March 31, 2005, primarily as a result of acquisitions. (December 31, 2004: € 2,735 million). In constant currency the increase was 1 %.

Based on the positive EBITDA development, the ratio net debt/EBITDA remained almost unchanged at 2.3 as of March 31, 2005 despite the increased debt level (December 31, 2004: 2.2).

Shareholders' equity including minority interests rose 7 % to € 3,565 million compared to € 3,347 million on December 31, 2004. The equity ratio including minority interest improved to 41.3 % (December 31, 2004: 40.9 %).


Employee numbers continue to grow
As of March 31, 2005, the Group had 69,874 employees worldwide, an increase of 2 % (December 31, 2004: 68,494).


Fresenius Biotech
Fresenius Biotech develops innovative therapies with trifunctional antibodies for the treatment of cancer as well as cell therapies for the treatment of the immune system. In the field of polyclonal antibodies, Fresenius Biotech has successfully marketed ATG-Fresenius S for many years. ATG-Fresenius S is an immunosuppressive agent used to suppress graft rejection following an organ transplantation.

In the field of cancer treatment, the final results of two Phase I studies will be presented on May 17, 2005 during the 41st Annual Meeting of the American Society of Clinical Oncology (ASCO):

• the use of the antibody removab® in peritoneal carcinomatosis and
• the use of the antibody rexomun® in breast cancer.

A Phase II study for the treatment of breast cancer and a phase II study for the treatment of gastric cancer are now in preparation following the encouraging results. The studies are scheduled to commence at the end of 2005.

For 2005, Fresenius Biotech continues to expect an EBIT in the range of € -35 to € -40 million, largely due to the expanded clinical study program.


The Business Segments

Fresenius Medical Care
Fresenius Medical Care is the world's leading provider of products and services for patients with chronic kidney failure. As of March 31, 2005, Fresenius Medical Care treated about 125,900 patients (+5 %) in 1,630 dialysis clinics (+4 %).

• Excellent growth in sales and earnings continued
• Successful business performance in North America and Europe
• 2005 outlook confirmed

Fresenius Medical Care achieved excellent sales growth of 10 % to US$ 1,609 million in the first quarter of 2005 (Q1 2004: US$ 1,459 million). In constant currency, sales rose 9 %. Organic sales growth was 7 %.

In North America Fresenius Medical Care increased revenues by 9 % to US$ 1,088 million (Q1 2004: US$ 1,003 million). Sales outside North America (the "Interna-tional" segment) rose 14 % (in constant currency: 8 %) to US$ 521 million (Q1 2004: US$ 456 million) mainly due to the very positive business performance in Europe.

Sales in dialysis care rose 10 % to US$ 1,162 million (Q1 2004: US$ 1,058 million). In the first quarter of 2005, Fresenius Medical Care performed about 4.72 million
dialysis treatments, an increase of 3 %. This includes 3.25 million treatments in North America (+3 %) and 1.47 million outside North America (+5 %). In dialysis products, Fresenius Medical Care achieved sales growth of 11 % to US$ 447 million (Q1 2004: US$ 401 million).

Fresenius Medical Care's EBIT increased by 11 % to US$ 220 million (Q1 2004: US$ 198 million), the EBIT margin was 13.7 %. Net income increased 18 % to US$ 107 million in the first quarter of 2005.

For the year 2005, Fresenius Medical Care confirms its outlook before the impact of the Renal Care Group acquisition. The company expects a revenue growth at constant currency between 6 and 9 % and net income growth in the low double-digit range.

For more information, see Fresenius Medical Care Investor News at www.fmc-ag.com.

Fresenius Kabi
Fresenius Kabi offers infusion therapies and clinical nutrition for seriously and chronically ill patients in the hospital and out-patient environment. The company is also a leading provider of transfusion technology products.

• Profitability significantly increased; EBIT margin of 13.1 % achieved
• Positive sales performance in Germany
• 2005 outlook confirmed

The acquisition of the Portuguese company Labesfal announced in early January was successfully closed in the first quarter of 2005. Labesfal manufactures and markets intravenously administered drugs (I.V. drugs). The company is consolidated in the financial statements of Fresenius Kabi as of January 1, 2005.

Sales at Fresenius Kabi rose 10 % in the first quarter of 2005 to € 398 million (Q1 2004: € 362 million). The company achieved good organic growth of 5 %. Acquisitions, mainly Labesfal, contributed 5 % to sales. Currency translation effects increased sales by 1 %, divestitures had a -1 % effect.

The development in the German market was positive. Fresenius Kabi was able to increase sales by 2 % after a decrease of 5 % in the first quarter 2004 which was a result of health care reform. Sales in the rest of Europe rose 12 %, mainly due to acquisitions. The Asian-Pacific region posted strong organic growth of 14 %.

Earnings developed positively in the first quarter of 2005. EBIT rose 27 % to € 52 million (Q1 2004: € 41 million). The EBIT margin was 13.1 % in the first quarter of 2005, an increase of 180 basis points compared to the first quarter of 2004 (11.3 %) and 90 basis points compared to the fourth quarter of 2004 (12.2 %).

Fresenius Kabi confirms its outlook for 2005. Including the Labesfal acquisition, constant-currency sales are expected to increase by about 10 % and the EBIT margin is projected to increase to >13 %.

Fresenius ProServe
Fresenius ProServe offers services for international health care systems, including hospital management, the planning and construction of hospitals and pharmaceutical and medical-technical production plants.

• Earnings improvement accomplished
• Decline in sales due to restrained order situation in project business
• 2005 outlook confirmed

Fresenius ProServe achieved sales in the first quarter of 2005 of € 171 million (Q1 2004: € 199 million). On a comparable basis (excluding the nursing home business sold in 2004 and the discontinued international hospital management business), the sales decrease would have been 10 %.This decrease mainly resulted from the delayed closing of projects in the hospital engineering and services business (VAMED). Continued investment caution of the pharmaceutical industry led to lower sales in pharmaceutical engineering and services (Pharmaplan). Sales in the hospital management business met expectations (Wittgensteiner Kliniken).

In the first quarter of 2005, Fresenius ProServe increased EBIT to € 3 million (Q1 2004: € 1 million; before one-time expenses: € 2 million).

Order intake in the first quarter of 2005 was € 47 million (Q1 2004: € 70 million). For the full year 2005, Fresenius ProServe expects order intake to increase compared to 2004. The bulk of new orders is expected to be acquired in the third and fourth quarters of 2005.

Fresenius ProServe confirms its outlook for 2005 and expects an EBIT between € 20 and € 25 million. Organic sales growth is expected to be in the range of 5 to 8 %.

Fresenius Medical Care to acquire Renal Care Group, Inc.
Fresenius Medical Care today announced that it has entered into a definitive agreement to acquire Renal Care Group, Inc., (NYSE: RCI), Nashville, Tennessee, for a price of US$ 48.00 per share in cash. The total net consideration for the acquisition of all outstanding shares of Renal Care Group is US$ 3.5 billion, which will be all-debt financed. The acquisition is anticipated to be neutral to slightly accretive to earnings in 2006 and clearly accretive to earnings in 2007 and thereafter.

Renal Care Group is a fast-growing, highly profitable dialysis service provider that will be an attractive complement to Fresenius Medical Care's US business. In 2004, Renal Care Group's revenue was approx. US$ 1.35 billion with an EBIT of US$ 254 million, net income was US$ 122 million. As of March 31, 2005, Renal Care Group owned more than 425 dialysis clinics and served over 30,400 patients. Through the combination with Renal Care Group, Fresenius Medical Care will be well positioned to create additional growth potential for its dialysis product business and will provide opportunities to successfully leverage its cost leadership position in dialysis products and services.

Fresenius Medical Care plans to finance the acquisition primarily through an extension of its senior credit agreement. The existing US$ 1.2 billion credit agreement will be replaced by a US$ 5.0 billion senior credit facility. Financing commitments have been received from Bank of America and Deutsche Bank, and are subject to customary conditions.

The transaction is subject to the approval of Renal Care Group's shareholders and other customary closing conditions, including the expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act.

For further details please see separate Investor News of Fresenius Medical Care at www.fmc.ag.com.

Fresenius Medical Care to propose conversion of preference shares into ordinary shares in combination with a change of the company's legal form into a KGaA
Fresenius Medical Care further announced its intention to offer the holders of the company's approx. 26.4 million preference shares the opportunity to convert these into ordinary shares. The preference shareholders who participate in this program pay a "premium" of € 12.25 per share for the conversion. Furthermore, the company will ask its ordinary shareholders to approve a change of the legal form from an "Aktiengesellschaft" (AG) to a "Kommanditgesellschaft auf Aktien" (KGaA).

As part of the transformation of legal form, a subsidiary of Fresenius AG in the legal form of a "Aktiengesellschaft" (stock corporation under German law) will be established as general partner of the Fresenius Medical Care AG & Co. KGaA. The Management Board of the general partner – which will be identical with the current Management Board of Fresenius Medical Care – will assume the management of Fresenius Medical Care. As long as Fresenius AG maintains ownership of more than 25 % of the share capital of the company, Fresenius AG will retain its current controlling position and fully consolidate the company in its financial statements.

The proposed change in the legal form of Fresenius Medical Care will allow to continue the high standards of corporate governance and transparency as today.

For further details please see separate Investor News of Fresenius Medical Care at www.fmc-ag.com

Summary First Quarter 2005:
 

• Net Revenue : $ 1,609 million, + 10%
• Operating income (EBIT): $ 220 million, + 11%
• Net incombe: $ 107 million, + 18%
• Operating Cash Flow: $ 138 million, - 19%
• Free Cash Flow: $ 98 million, - 25%

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 results for the first quarter 2005.

Revenue
Total revenue for the first quarter 2005 increased by 10% (9% at constant currency) to $1,609 million. Total organic revenue growth worldwide was 7%. Consolidation resulting from FIN 46R interpretation added 2% to the revenue growth. Dialysis Care revenue grew by 10% to $1,162 million (9% at constant currency) in the first quarter of 2005. Dialysis Product revenue increased by 11% to $447 million (7% at constant currency) in the same period.

North America revenue increased by 9% to $1,088 million, compared to $1,003 million in the same period last year. Dialysis Care revenue increased by 8% to $968 million. The average revenue per treatment for the U.S. clinics increased by 2.5% to $293 in the first quarter 2005 (Q1 2004: $286). Same-store treatment growth was 3.8%. Dialysis Product revenue increased by 16% to $120 million.

International revenue was $521 million, up 14% from the first quarter of 2004 (8% at constant currency). Dialysis Care revenue reached $194 million, an increase of 22% (16% at constant currency). Dialysis Product revenue increased by 10% to $327 million (4% at constant currency).

Earnings
Operating income (EBIT) increased by 11% to $220 million resulting in an operating margin of 13.7% (Q1 2004: 13.6%).

Compared with the first quarter 2004, the operating margin in North America remained nearly unchanged at 13.4%. On a comparable basis (excluding FIN 46R consolidations) the operating margin in North America was at 13.7% compared to 13.5% in the first quarter 2004. In our International segment the margin increased by 20 basis points to 15.8% compared to the first quarter in the previous year.

Group net interest expenses decreased by 9% to $42 million, compared to $47 million last year. This positive development was mainly attributable to a lower debt level in combination with lower interest rates.

Income tax expense was $70 million versus $60 million in the first quarter 2004, reflecting an effective tax rate of 39.2% compared to 39.4% in the first quarter of last year.

Net income in the first quarter 2005 was $ 107 million, an increase of 18%. Earnings per share (EPS) in the first quarter 2005 rose by 18% to $1.11 per ordinary share ($0.37 per ADS), compared to $0.94 ($0.31 per ADS) in the first quarter of 2004. The weighted average number of shares outstanding was approximately 96.3 million.

Cash Flow
In the first quarter of 2005, the Company generated $138 million in net cash from operations compared to $171 million last year. The decrease was mainly due to higher income tax payments in North America.

A total of $40 million (net of disposals) was spent for capital expenditures. This resulted in a Free Cash Flow before acquisitions of $98 million compared to $130 million in the first quarter of 2004. The Free Cash Flow performance was driven by the increase in net income. The days sales outstanding (DSO) remained unchanged at 84 days in the first quarter 2005 compared to the fourth quarter 2004. Compared with the first quarter of the previous year DSO were reduced by 2 days.

A total of $22 million in cash was spent for acquisitions. The Free Cash Flow after acquisitions decreased by 13% to $76 million compared to $88 million last year.

For a complete overview of the first quarter 2005, please refer to the appendix.

Patients - Clinics - Treatments
At the end of the first quarter 2005, Fresenius Medical Care served about 125,900 patients worldwide which represents an increase of 5%. North America provided dialysis treatments for ~87,000 patients (+4%) and the International segment for ~38,900 patients (+6%).

As of March 31, 2005, the Company operated a total of 1,630 clinics worldwide (1,140 clinics/+2% in North America and 490 clinics/+8% International).

Fresenius Medical Care AG performed approximately 4.72 million treatments, which represents an increase of 3% year over year. North America accounted for 3.25 million treatments (+3%) and the International segment for 1.47 million (+5%).

Outlook 2005
For the year 2005, the Company confirms its outlook before the impact of the Renal Care Group acquisition. The Company expects a revenue growth at constant currency between six and nine percent and net income growth in the low double-digit range.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "Our results for the first quarter 2005 show a solid start for the year. We are pleased that all regions and business segments grew at or above market. Revenue growth in Europe and North America evidenced continued strong momentum. With this solid foundation we have initiated plans to increase our investments in the core dialysis business to assure strong financial growth."

Webcast of Press Conference
Fresenius Medical Care will also host a Press Conference on May 04, 2005 at 12am CET at its headquarters in Bad Homburg. The Company invites journalists to listen to the live video webcast of the meeting at the Company's website www.fmc-ag.com. A replay will be available shortly after the meeting.

The transaction combines the key success factors in the industry – an attractive payor mix and cost leadership – under the common vision of high quality of care and a shared dedication to innovative treatment models and compliance.

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 that it has entered into a definitive agreement to acquire Renal Care Group, Inc (NYSE: RCI), Nashville, Tennessee, for a price of $48.00 per share in cash. The total net consideration for the acquisition of all outstanding shares of Renal Care Group, Inc., is $3.5 billion (on a fully diluted basis), which will be all-debt financed. The acquisition is anticipated to be neutral to slightly accretive to earnings in 2006 and clearly accretive to earnings in 2007 and thereafter.

Renal Care Group, Inc. is a fast-growing, highly profitable dialysis service provider that will be an attractive complement to Fresenius Medical Care's U.S. business. In 2004, Renal Care Group's revenue was approx. $1.35 billion with an EBIT of $254 million and a net income of $122 million. As of March 31, 2005, Renal Care Group owned more than 425 dialysis clinics and served over 30,400 patients. Renal Care Group generates an industry-leading share of 43% of its revenue from private payors.

The 2004 pro forma combined revenue of Fresenius Medical Care and Renal Care Group was approximately $7.5 billion. On a pro forma combined basis as of March 31, 2005, Fresenius Medical Care and Renal Care Group served approximately 117,000 patients in over 1,560 clinics in North America and more than 156,000 patients in over 2,000 dialysis clinics worldwide.

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "This acquisition solidifies Fresenius Medical Care's position as the leader in dialysis services in the U.S. With its service network, Renal Care Group provides an excellent strategic and geographic fit to Fresenius Medical Care's operations in the world's largest dialysis market. We are convinced that this acquisition will enhance the Company's growth prospects and profitability. This step combines the excellent and experienced management teams of both companies. Furthermore, Fresenius Medical Care will be well positioned to create additional growth potential for its dialysis product business and will provide opportunities to successfully leverage the Company's cost leadership position through its combination with Renal Care Group".

Gary Brukardt, President and Chief Executive Officer of Renal Care Group, commented: "We are very pleased with this agreement. Both companies, Renal Care Group and Fresenius Medical Care, have three key assets in common: a strong commitment to continuous quality improvement, dedicated and highly-motivated people and experienced and visionary management teams. This combination clearly gives us an opportunity to create a superior platform for innovation in the delivery of services and products and will further enhance the lives of patients entrusted to our care".

At a price of $48.00 per share in cash, shareholders of Renal Care Group would receive a premium of 22% over yesterday's closing price. Fresenius Medical Care plans to finance the acquisition primarily through an extension of its senior credit agreement. The existing $1.2 billion credit agreement will be replaced by a $5.0 billion senior credit facility. Financing commitments have been received from Bank of America and Deutsche Bank, and are subject to customary conditions. Deutsche Bank acted as financial advisor to Fresenius Medical Care for this acquisition.

The transaction is subject to the approval of Renal Care Group's shareholders and other customary closing conditions, including the expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act. The Company anticipates to close this transaction in the second half of 2005.

Press Conference
Fresenius Medical Care will also host a Press Conference on May 04, 2005 at 12 a. m. (CET) at its headquarters in Bad Homburg. The Company invites journalists to listen to the live video webcast of the meeting at the Company's website www.fmc-ag.com. A replay will be available shortly after the meeting.

The combination of a change of the legal form into a KGaA with the creation of a single share class is a strategic step that increases the financial flexibility of Fresenius Medical Care going forward and improves trading liquidity and the overall attractiveness of the Company's ordinary shares.

Fresenius Medical Care AG ("Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today announced its intention to offer the holders of the Company's approx. 26.4 million preference shares the opportunity to convert these shares into ordinary shares. Furthermore, the Company will ask its ordinary shareholders to approve a change of the legal form from an "Aktiengesellschaft" (AG) to a "Kommanditgesellschaft auf Aktien" (KGaA, see glossary on page 4).

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "We expect these initiatives will improve and enhance our financial flexibility to the benefit of all stakeholders. The step toward just one share class will significantly improve trading liquidity in the ordinary shares and will simplify our share structure. The share conversion offers preference shareholders the opportunity to switch to ordinary shares at attractive conditions. Importantly this new corporate structure will allow for continued high standards of corporate governance and transparency as today. We are very excited about these initiatives allowing us to look ahead with confidence toward further growth opportunities and increasing profitability".

Details on the conversion of preference shares
The preference shareholders (including the holders of the American Depository Shares representing preference shares) will be granted the opportunity to convert their preference shares into ordinary shares. The preference shareholders who participate in this program pay a "premium" of € 12.25 per share for the conversion. The premium corresponds to approx. 2/3 (two thirds) of the price difference between the ordinary and preference shares of the weighted average stock exchange prices in the three months prior to this announcement. On this basis, preference shareholders can therefore obtain ordinary shares, by means of this conversion, at an effective discount of € 6.14 or 10% per share compared to yesterday's closing price of the ordinary shares.

Conversion of preference shares into ordinary shares will be possible during a four to six weeks conversion period. The technical details of the conversion including the exact timing will be determined by the Management Board with the approval of the Supervisory Board and will be send out in a prospectus to be distributed by the Company when it makes the conversion offer. There is no intention to extend the conversion period or to launch another offer for conversion in the future.

Details on change of the corporate legal structure to KGaA
In combination with the proposed conversion of Fresenius Medical Care preference shares into ordinary shares, the Supervisory Board and the Management Board propose a change of the legal structure of the Company into a Kommanditgesellschaft auf Aktien (KGaA) under German law.

In the course of this transformation of legal form, a subsidiary of Fresenius AG in the legal form of an "Aktiengesellschaft" (stock corporation under German law) will be established as general partner of the Fresenius Medical Care AG & Co. KGaA. The Management Board of the general partner - which will be identical with the current Management Board of Fresenius Medical Care - will assume the management of Fresenius Medical Care. As long as Fresenius AG maintains ownership of more than 25% of the shared capital of the Company, it will retain its current controlling position. This includes the right of full consolidation despite the expected dilution of its shareholding in the ordinary voting shares below 50% through the conversion of the current non-voting preference shares into ordinary shares.

Given Fresenius AG's current controlling influence in the shareholders' meeting due to its majority in the ordinary shares the transformation of legal form will factually not affect the position of the ordinary Free Float shareholders. The proposed change in the legal form of Fresenius Medical Care will allow to continue the high standards of corporate governance and transparency as today.

Extraordinary General Meeting
In an Extraordinary General Meeting of Fresenius Medical Care, the ordinary shareholders will be asked to approve the change of the legal form as well as the conversion of preference shares into ordinary shares. The approval of the preference shareholders is required to the conversion of preference shares into ordinary shares. The exact timing of the meeting will be announced at a later date.

Press Conference
Fresenius Medical Care will also host a Press Conference on May 04, 2005 at 12am CET at its headquarters in Bad Homburg. The company invites journalists to listen to the live video webcast of the meeting at the Company's website www.fmc-ag.com. A replay will be available shortly after the meeting.

# # #

DISCLAIMER

This announcement does not constitute an offer to convert preference shares into ordinary shares or a solicitation of offers to convert preference shares into ordinary shares, or an offer to sell or solicitation of any offer to purchase shares of Fresenius Medical Care KGaA. Such offer may be made only at a later stage and, in certain jurisdictions, by a prospectus.

# # #

Glossary for Kommanditgesellschaft auf Aktien

A Kommanditgesellschaft auf Aktien is a partnership limited by shares. Like the German ‘AG' (i.e. Aktiengesellschaft = stock corporation), the KGaA is an entity with its own legal identity. Unlike in the case of an AG, however, the KGaA has two groups of shareholders: personally liable general partners on the one hand and limited liability shareholders on the other. The limited liability shareholders have an interest in the stated share capital and, as in the case of other publicly quoted companies, are not personally liable for the debts of the company.

Fresenius Biotech successfully completed two Phase I studies evaluating trifunctional antibodies in the treatment of breast cancer and peritoneal carcinomatosis. The results of these studies were presented by investigators from the participating universities at the American Society of Clinical Oncology (ASCO) Annual Meeting in Orlando, Florida.

Encouraging results were achieved with the trifunctional antibody rexomun^® (WHO INN: ertumaxomab), which was evaluated in a clinical trial for the first time. In this multi-center Phase I study including patients with metastastic breast cancer, rexomun^® (ertumaxomab) proved to be safe and tolerable. Seventeen patients were involved in the study and received three intravenous doses of the antibody within a two-week period. The maximum tolerated doses for the first, second and third application were found at 10, 100 and 100 micrograms. Side effects were mild to moderate and transient with fever, chills, headache and nausea being the most common. In five out of 15 evaluable patients the tumor responded to the treatment leading to stable disease or remission. One patient had a complete remission that lasted for 7 months, two patients had a partial remission and two patients had stable disease. One patient with partial remission and two patients with stable disease received concomitant or subsequent hormone therapy. "These data strongly encourage us to proceed into phase II," said Dr. Thomas Gottwald, President of Fresenius Biotech. A Phase II study evaluating the efficacy of rexomun^® (ertumaxomab) in breast cancer is in preparation and will start by the end of 2005.

In the second multi-center Phase I study presented at the ASCO convention, the trifunctional antibody removab^® (INN: catumaxomab) proved to be safe and tolerable in the treatment of peritoneal carcinomatosis. A total of 17 patients were included. In 16 patients the peritoneal carcinomatosis was caused by cancer of the stomach or the colon. In one patient, the primary tumor could not be located. Four increasing doses of removab^® (catumaxomab) were injected into the peritoneal cavity of the patients over a 10-day period. The maximum tolerated doses were found at 10, 20, 50 and 200 micrograms in the first, second, third and fourth infusion. Side effects were mild to moderate and transient with nausea, abdominal pain and fever being the most common. Irrigation of the peritoneal cavity was possible in eight patients before and after the treatment to determine the effect on the number of detected tumor cells, which decreased in seven out of these eight patients after treatment.

The average life expectancy of patients with peritoneal carcinomatosis normally ranges from three to six months. To date, 14 months after the start of the study, 7 out of 17 patients are still alive. Follow up showed survival of about 9 months after the start of treatment. Complete remission was achieved in one patient which continues after 14 months. "Again, like in the previous study on the trial on malignant ascites due to ovarian cancer, we have observed first signs of efficacy at an early stage of the clinical development," explained Dr. Thomas Gottwald. A pilot study is now evaluating the best mode of application of removab^® (catumaxomab) in gastric cancer. A Phase II study on gastric cancer is expected to start by the end of 2005.

The trifunctional antibody removab^® (catumaxumab) is also currently being evaluated in a Phase IIa trial in the treatment of ovarian cancer and in a Phase II/III pivotal trial in the treatment of malignant ascites. The results of these studies should be available during 2006.

The antibodies rexomun^® (ertumaxomab) and removab^® (catumaxomab) were developed and produced by Fresenius Biotech's partner TRION Pharma, a Munich-based biotech company. These novel antibodies have a unique mode of action. Trifunctional antibodies selectively bring together cancer cells and two different immuno-competent cell types thus prompting the destruction of the tumor cells. In addition, trial results indicate that these antibodies prime the immune system with the potential for long lasting immunity against the tumor.

Clinical studies: Phase I studies evaluate dose, safety and tolerability while Phase II clinical trials investigate the efficacy of new drugs.

INN: International Nonproprietary Name; Each INN is selected by the WHO, is a unique name that is globally recognized and is public property.

Fresenius Medical Care AG (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services today announced the launch of a new hemodialysis machine at the European Dialysis and Transplantation Association / European Renal Association (EDTA/ERA) Congress in Istanbul that will further improve the treatment of patients with chronic kidney failure. The 5008 series machines will be introduced to Europe, Asia and the Middle East in the second half of the year and will gradually replace the current 4008 series over the next years. Since 1992 the 4008 series has established itself as the most successful and most widely used hemodialysis machine. With the new 5008 model, Fresenius Medical Care is already addressing future challenges of dialysis therapies. These challenges include the growing number of patients afflicted with multiple diseases as well as increasing demands on treatment quality, despite the staffing and financial constraints of the health care sector. The 5008 offers the highest treatment quality at low cost.

"With the development of the new 5008 therapy system we have reached a significant milestone that further improves our position as the world's leading supplier of dialysis products for patients with chronic kidney failure," said Emanuele Gatti, Fresenius Medical Care Management Board Member for Europe, Latin America, Middle East and Africa. "The 5008 is an important investment in our future and in our company's continued success. Once again we underline our innovation and leadership in dialysis products." With the 5008 series the company aims at continually growing faster in the machine business than the dialysis market, which expands at an average of 7%. In the year following its introduction, the company will be in a position to increase the production of the new machines to as many as 10,000 per year.

Fresenius Medical Care had $1.73 billion in worldwide product sales in 2004 and is the clear leader with a market share of 27%. Nearly every second dialysis machine produced worldwide last year was manufactured by Fresenius Medical Care – twice as many as the second-largest manufacturer. Beside the dialyzer (the "artificial kidney"), which filters the blood of patients with chronic kidney failure, dialysis machines are the most important products for hemodialysis. While the dialyzer filters a patient's blood, the dialysis machine pumps and monitors the circulation of blood outside the patient's body. The machine also maintains the composition of the dialysis solution and introduces anticoagulants. Treatments generally last three to six hours and are usually carried out three times a week.

Over the past few years, the research and development department created a completely new concept for the 5008 therapy system. The developers called upon the broad experience gathered by Fresenius Medical Care, a vertically integrated company that treats patients with chronic kidney failure in 1,630 of its own clinics worldwide. The machine was not only tested in the laboratory but also proved itself in more than 200,000 treatments in selected European dialysis clinics of the company. The company's vertical integration has allowed it to optimally adapt the new machines to the needs of both patients and specialists in the clinics. "This has made the 5008 easily the most modern dialysis machine," said Management Board Member Emanuele Gatti. "Our customers profit from the broad knowledge we have been able to gather by working closely with our own clinics."

The 5008 series is characterized by a very simple user guidance. Nurses and doctors can operate the new dialysis machine easily and – above all – safely using a touch-screen monitor and self-explanatory menus. Routine blood handling procedures were simplified or shortened, which also reduces the amount of training necessary. "Nurses and doctors now have additional time to maintain the crucial contact to the patient," emphasized Gatti. The new dialysis machine also lowers operating costs since it requires up to 30% less water and electricity.

Online Hemodiafiltration (HDF) is a standard feature of the new therapy system. This treatment modality is currently the best and most efficient kidney replacement therapy. "For the first time, this procedure can be widely used since it has been made simpler and the use of resources has been optimized," said Gatti. Online HDF reduces the risk of cardiovascular complications, which are the cause of more than 50% of the deaths of dialysis patients. Among the benefits, blood pressure and anaemia are better controlled with Online HDF. Also the procedure removes excess water more gently while filtering toxins from a patient's blood more efficiently.

Using Online Hemodiafiltration (HDF) to treat patients with chronic kidney failure can lead to a significantly lower risk of mortality compared to treatment with standard hemodialysis. A study has just been presented during the European Dialysis and Transplantation Association (EDTA) / European Renal Association (ERA) Congress in Istanbul and shows that the mortality rate among patients that received Online-HDF treatment was 35% lower than that of patients receiving conventional hemodialysis therapy. Data were gathered over a one-year period from more than 2,500 patients in 56 European dialysis clinics of Fresenius Medical Care.

The study provides substantial scientific evidence that the treatment method can significantly reduce the mortality of patients with chronic renal failure. Following the positive results, Fresenius Medical Care now expects an increase in demand for online-HDF, which is already considered the best possible treatment because of its ability to remove a wider range of toxins from the blood of patients with chronic kidney failure. Fresenius Medical Care offers Online-HDF since 1996 through a module for the 4008 dialysis machine and is now included as standard equipment in the new 5008 therapy system, which was launched in Istanbul.

"Online-HDF is gradually establishing itself as an advanced and innovative treatment modality in dialysis. It significantly improves life expectancy and the quality of life of patients," said Emanuele Gatti, Fresenius Medical Care Management Board Member for Europe, Latin America, Middle East and Africa.

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 announced today that it has received a second request from the U.S. Federal Trade Commission (FTC) for additional information in connection with its proposed acquisition of Renal Care Group, Inc. The effect of this request, which was anticipated when the acquisition was announced, is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act until 30 days after the Company and Renal Care Group have complied with the request, unless that period is voluntarily extended by the parties or is terminated by the FTC. The Company intends to continue to cooperate fully with the FTC in its review of the proposed acquisition and to promptly respond to this request for additional information and that it will be able to complete the transaction during the second half of 2005.

According to a South Korean study now published in the journal Peritoneal Dialysis International (Vol 25, pp 248-255), patients live significantly longer if they use the PD solution balance developed by Fresenius Medical Care rather than conventional fluids. More than 1,100 patients were included in the retrospective analysis. This is the largest analysis on survival comparing conventional and new, more biocompatible PD solutions.

The researchers compared 611 patients treated with balance and 551 patients who received treatment with conventional dialysis fluid. The follow up period was up to 30 months. When treated with biocompatible balance, the relative mortality risk was reduced by 25% compared to conventional high quality treatment (also from Fresenius Medical Care). Differences in age or sex of the patients between both groups were taken into account.

The biocompatible dialysis fluid balance has a neutral pH and has extremely low levels of glucose degradation products (GDPs) compared to conventional PD fluids. A randomized, prospective multicenter study published in the journal Kidney International in 2004 (Vol. 66, pp. 408-418) demonstrated that the biocompatible dialysis fluid balance had less negative impact on the mesothelial cells of the peritoneum and in addition better preserves residual renal function. The positive impact of residual renal function on patient survival has been demonstrated already in clinical studies and is a key indicator of positive survival outcomes.

This relationship could be the reason for the better survival of patients treated with balance. "This study, for the first time, suggests that treatment with a novel biocompatible peritoneal dialysis fluid confers a significant survival advantage," says Professor Ho Yung Lee from the Department of Internal Medicine, Yonsei University College of Medicine in Seoul.

South Korea is one of the countries with the highest number of peritoneal dialysis patients. Worldwide, about 150.000 patients are treated with this therapy. In peritoneal dialysis, which is one of two methods of treatment for patients with chronic kidney failure, the peritoneum serves as a dialysis membrane. Using a surgically implanted catheter, dialysis fluid is introduced into the peritoneal cavity and removed from it after a while. Toxins and surplus water, the latter with the help of the osmotic activity of glucose, are being moved through the peritoneum into the fluid and thus removed from the blood.
 

Fresenius AG today announced that Standard & Poor's and Moody's will change their credit ratings for the Company by one notch. Standard & Poor's plans to lower its rating from "BB+" to "BB" with a negative outlook upon completion of the Renal Care Group acquisition by Fresenius Medical Care. Moody's lowered its rating from "Ba1" to "Ba2" in anticipation of the Renal Care Group acquisition. The outlook is stable.

Stephan Sturm, Chief Financial Officer, commented: "This is an expected downgrade given the decision to fully debt-finance the acquisition of Renal Care Group. On the other hand, the acquisition sustainably strengthens Fresenius Medical Care's position in the global dialysis market. We have a proven ability to considerably reduce debt from solid cash flows and are therefore confident to meet our financial goals."